Common use of Eligible Accounts Clause in Contracts

Eligible Accounts. Eligible Accounts" shall mean all Accounts of each of the Borrowers other than the following: (i) Accounts which remain unpaid as of ninety (90) days after the date of the original invoice with respect thereto; (ii) all Accounts owing by 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 in this SUBSECTION 3.2, except CLAUSES (XII) and (XVIII); (iii) Accounts with respect to which the Account Debtor is an Affiliate of any Borrower or a director, officer or employee of any Borrower or its Affiliates; (iv) Accounts with respect to which the Account Debtor is a Governmental Authority or prime contractor thereof unless such Borrower has complied in a manner satisfactory to the Agent with the Federal Assignment of Claims Act of 1940, as amended, or similar law or statute of the relevant state, province, municipality or other jurisdiction and any amendments thereto, relative to the assignment 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 Borrower with an irrevocable letter of credit, issued by a financial institution satisfactory to the Required Lenders in an amount sufficient to cover such Account and in form and substance satisfactory to the 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 and other Accounts arising with respect to goods 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 of services in a timely manner by any Borrower or third party service provider is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretion; (viii) Accounts which are 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 credit or offset right, as with services performed on a guaranteed service, service-or-return, demonstration, service performed on approval or other terms by reason of which the payment by the Account Debtor is or may be conditional or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers exceeds a credit limit determined by the Agent in the 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 amount of the accounts payable owed by the Borrowers to the Account Debtor; (xv) Accounts with respect to which the Account Debtor 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 Borrower 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, to the extent possession of such Chattel Paper or Instrument is not granted to the Agent, for the benefit of the Lenders; (xvii) Accounts which the Agent determines in good faith to be unacceptable; (xviii) the amount of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base or twenty percent (20%) of the combined total Borrowing Base; and (xix) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtors, such percentage to be subject to adjustment from time to time. In the event that a previously scheduled Eligible Account ceases to be an Eligible Account under the above described criteria (other than any determination made by the Agent), the Borrower Representative shall notify the Agent thereof as soon as practicable.

Eligible Accounts. Eligible Accounts" The term “ELIGIBLE ACCOUNTS” means those ACCOUNTS which are acceptable to the LENDER. The criteria for eligibility may be fixed and revised from time to time by the LENDER in its discretion. An ACCOUNT in no event shall mean be deemed eligible unless: (a) the ACCOUNT arises from goods sold or leased or from services performed in the ordinary course of business of any or all Accounts of each of the Borrowers other BORROWERS; (b) the delivery of the goods or the performance of the services has been completed; (c) no return, rejection, or repossession has occurred; (d) the goods delivered or the services performed have been finally and unconditionally accepted by the ACCOUNT DEBTOR without dispute, objection, complaint, offset, defense, counterclaim, adjustment or allowance; (e) the ACCOUNT DEBTOR’S obligation to pay the ACCOUNT is not subject to any repurchase obligation or return right, as with sales made on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval (except with respect to ACCOUNTS in connection with which ACCOUNT DEBTORS are entitled to return INVENTORY solely on the basis of the quality of such INVENTORY) or consignment basis; (f) no more than the following: (i) Accounts which remain unpaid as of ninety (90) days after have elapsed from the billing or invoice date and no more than sixty (60) days have elapsed from the due date; (g) no prior, contemporaneous, or subsequent assignment, claim, lien, or security interest, other than that of the original invoice with respect theretoLENDER, applies to the ACCOUNT; (iih) no bankruptcy or insolvency proceedings or payment moratoriums of any kind apply to the ACCOUNT; (i) the ACCOUNT DEBTOR is not, in the LENDER’S sole opinion, unlikely to pay because of death, incompetency, disappearance, potential bankruptcy, insolvency, damage to or disposition of the goods, default, or any other reason whatsoever; (j) the LENDER has not, by notice to any or all Accounts owing of the BORROWERS, in the LENDER’S sole discretion, deemed the ACCOUNT unsatisfactory for any reason; (k) no bonding company or surety asserts or has the ability to assert any claim based upon the legal doctrine of equitable subrogation, or under any other right to claim a lien into or right to payment of the ACCOUNT; (l) the ACCOUNT does not arise from or pertain to any transaction with any AFFILIATE; (m) the ACCOUNT is not payable from any ACCOUNT DEBTOR located outside of the geographic boundaries of the United States of America (unless such ACCOUNT is fully secured by a single Account Debtor, including a currently scheduled Account, if fifty percent (50%) letter of credit or more of credit insurance acceptable to the balance owing by such Account Debtor is ineligible by reason of the criterion set forth in this SUBSECTION 3.2, except CLAUSES (XII) and (XVIIILENDER); (iiin) Accounts the BORROWER is legally empowered to collect the ACCOUNT against the ACCOUNT DEBTOR in the jurisdiction in which the ACCOUNT DEBTOR is located; (o) the ACCOUNT is not payable by an ACCOUNT DEBTOR with respect to which more than forty percent (40%) of the Account Debtor is an Affiliate dollar amount of that ACCOUNT DEBTOR’S RECEIVABLES to any Borrower or a director, officer all of the BORROWERS are more than ninety (90) days due from the date of invoice or employee of any Borrower or its Affiliatesmore than sixty (60) days due from the due date; (ivp) Accounts the ACCOUNT does not arise from any contract or agreement with respect to which the Account Debtor is a Governmental Authority any federal, state, local or prime contractor thereof foreign government unless such Borrower governmental authority is the United States of America or an agency or representative thereof and the LENDER has complied in a manner satisfactory obtained full compliance to its complete satisfaction with all provisions necessary to protect the Agent with the Federal LENDER’S interests under The Assignment of Claims Act of 1940, as amended, and all regulations promulgated thereunder, and all other applicable federal procurement laws and regulations; and (q) the LENDER has a perfected first priority security interest therein. An ACCOUNT which otherwise satisfies the LENDER’S criteria for eligibility shall also be subject to the following eligibility limitations: (i) if the ACCOUNT is payable by an ACCOUNT DEBTOR to whom any or similar law or statute all of the relevant stateBORROWERS owes money, province, municipality only the portion of the ACCOUNT in excess of the amount owed by any or other jurisdiction and any amendments thereto, relative all of the BORROWERS to the assignment of such AccountsACCOUNT DEBTOR may be eligible; (vii) Accounts with respect to which if the Account Debtor ACCOUNT is not a resident due from an ACCOUNT DEBTOR whose ACCOUNTS in the aggregate constitute in excess of ten percent (10%) of all of the United States unless ACCOUNTS of any or all of the Account is payable in United States dollars BORROWERS, only the portion of the aggregate amount of the ACCOUNTS from that ACCOUNT DEBTOR which does not exceed ten percent (10%) of all of the ACCOUNTS of any or all of the BORROWERS may be eligible; and (Aiii) the Account Debtor has supplied such Borrower with an irrevocable letter of credit, issued by a financial institution satisfactory to the Required Lenders in an amount sufficient to cover such Account and in form and substance satisfactory to the 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 and other Accounts arising with respect to goods 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 of services in a timely manner by any Borrower or third party service provider is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretion; (viii) Accounts which are 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 credit or offset right, as with services performed on a guaranteed service, service-or-return, demonstration, service performed on approval or other terms by reason of which the payment by the Account Debtor is or may be conditional or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers exceeds a credit limit determined by the Agent in the 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 amount of the accounts payable owed by the Borrowers to the Account Debtor; (xv) Accounts with respect to which the Account Debtor is located in any state denying creditors access to its courts in the absence of a Notice of Business Activities Report ACCOUNT contains finance charges, delivery charges or other similar filing unless such Borrower 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, to the extent possession of such Chattel Paper or Instrument is not granted to the Agent, for the benefit of the Lenders; (xvii) Accounts which the Agent determines in good faith to be unacceptable; (xviii) the amount of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base or twenty percent (20%) of the combined total Borrowing Base; and (xix) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtorssales taxes, such percentage to finance charges, delivery charges or sales taxes shall not be subject to adjustment from time to time. In the event that a previously scheduled Eligible Account ceases to be an Eligible Account under the above described criteria (other than any determination made by the Agent), the Borrower Representative shall notify the Agent thereof as soon as practicableeligible.

Eligible Accounts. Eligible AccountsELIGIBLE ACCOUNTS" shall mean all Accounts of each of the Borrowers other than the following: (i) Accounts which remain unpaid as of the earlier to occur of ninety (90) days after the due date specified in the original invoice with respect thereto or one hundred twenty (120) days after the date of the original invoice with respect thereto; (ii) all Accounts owing by a single Account Debtor, including a currently scheduled Account, if fifty twenty-five percent (5025%) or more of the balance owing by such Account Debtor is ineligible by reason of the criterion set forth in clause (i) of this SUBSECTION 3.2, except CLAUSES (XII) and (XVIII)Section 9.1; (iii) Accounts with respect to which the Account Debtor is an Affiliate of any either Borrower or a Guarantor or a director, officer or employee of Borrower, any Borrower Guarantor or its Affiliates; (iv) Accounts with respect to which the Account Debtor is a Governmental Authority or prime contractor thereof unless such Borrower or any Guarantor has complied in a manner satisfactory to the Agent with the Federal Assignment of Claims Act of 1940, as amended, or similar law or statute of the relevant state, province, municipality or other jurisdiction and any amendments thereto, relative to the assignment of such Accounts; (v) Accounts with respect to which the Account Debtor is not a resident of the United States or Canada (other than the provinces of Xxxxxx Xxxxxx Island, Newfoundland and Nova Scotia and the Northwest Territories) unless the such Account is payable in United States dollars Dollars and (A) the Account Debtor has supplied such Borrower or any Guarantor with an irrevocable letter of credit, issued by a financial institution satisfactory to the Required Lenders Lenders, in an amount sufficient to cover such Account and in form and substance satisfactory to the Required Lenders and without right of setoff or (B) the Agent in its reasonable discretion has approved in writing such Account Debtorsetoff; (vi) Prebilled Accounts and other Accounts arising with respect to goods which have not been shipped and delivered to and accepted as satisfactory by the Account 50 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 of services in a timely manner by any Borrower or third party service provider 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 not invoiced (and dated as of the date of such invoice) and sent to the Account Debtor within thirty five (305) 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 whatsoeverLien; (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 credit or offset return right, as with services performed sales made on a guaranteed servicesale, servicexxxx-and-hold, sale-or-return, demonstration, service performed sale on approval or other terms by reason of which the payment by the Account Debtor is or may be conditional (except with respect to Accounts in connection with which Account Debtors are entitled to return Inventory solely on the basis of the quality of such Inventory) or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers Borrower or any Guarantor exceeds a credit limit determined by the Agent in the Agent's discretion following prior written notice of such credit limit from the Agent to the Borrower Representativeor such Guarantor; (xiii xiii) Accounts with respect to which any disclosure is required in accordance with SUBSECTION 3.3Section 9.2; (xiv) contra Accounts to the extent of the amount of the accounts payable owed by the Borrowers Borrower or any Guarantor to the Account Debtor; (xv) Accounts with respect to which the Account Debtor is located in Minnesota or any other state denying creditors access to its courts in the absence of a Notice of Business Activities Report or other similar filing unless such Borrower or any Guarantor 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, to the extent possession of such Chattel Paper or Instrument is not granted to the Agent, for the benefit of the Lenders; (xvii) Accounts which the Agent determines in good faith to be unacceptable; unacceptable and (xviii) the amount Accounts do not arise from the sale of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base or twenty percent (20%) Inventory produced in violation of the combined total Borrowing Base; and (xix) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtors, such percentage Fair Labor Standards Act so as to be subject to adjustment from time to timethe so-called "hot goods" provision contained in Title 19 U.S.C., Section 215(a)(1). In the event that a an Eligible Account previously scheduled Eligible Account in a Borrowing Base Certificate ceases to be an Eligible Account under Account, Borrower shall notify, or shall cause the above described criteria (other than any determination made by the Agent)applicable Guarantor to notify, the Borrower Representative shall notify the Agent thereof as soon as practicableimmediately.

Eligible Accounts. The Agent shall have the right, in the exercise of the Agent’s reasonable discretion, to determine whether Accounts are eligible for inclusion in the Borrowing Base at any particular time (such eligible accounts being referred to as “Eligible Accounts" ”). May 27, 2004 Without limiting the Agent’s right to determine that Accounts do not constitute Eligible Accounts, the following Accounts shall mean not be Eligible Accounts: (a) any Account other than an Account arising from a completed sale (not a bxxx-and-hold, undelivered sale, sale or return, consignment or sale-on-approval basis) of “livestock” (as defined in PASA) or of processed pork products by Borrower; (b) any Account other than an Account denominated in U.S. Dollars; (c) all Accounts owing by an Account Debtor that is a meat packer in connection with the sale of each of the Borrowers other than the following: “livestock” (ias defined in PASA) Accounts which remain are at that time unpaid as of ninety for a period exceeding seven (907) 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 with respect related thereto; (iie) all Accounts owing by a single an Account Debtor, including a currently scheduled Account, Debtor if fifty more than ten percent (5010%) or more of the balance 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 ineligible by reason in excess of five percent (5%) of the criterion set forth in this SUBSECTION 3.2, except CLAUSES (XII) and (XVIII)aggregate face amount of all other Eligible Accounts of all other Account Debtors; (iiid) those Accounts with respect to which owing from the Account Debtor is an Affiliate of United States or any Borrower department, agency or a director, officer or employee of any Borrower or its Affiliates; (iv) Accounts with respect to which the Account Debtor is a Governmental Authority or prime contractor instrumentality thereof unless such Borrower has shall have complied in a manner satisfactory to the Agent with the Federal Assignment of Claims Act of 1940, as amended, or similar law or statute to the satisfaction of the relevant stateAgent; (e) Accounts which arise out of transactions with Affiliates; (f) Accounts of an Account Debtor that is located outside the United States, province, municipality unless such Accounts are covered by a letter of credit issued or other jurisdiction and any amendments thereto, relative confirmed by a bank acceptable to the assignment of such AccountsAgent or are covered by foreign credit insurance acceptable to the Agent; (vg) Accounts with respect which are or may be subject 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 Borrower with an irrevocable letter of credit, issued by a financial institution satisfactory to the Required Lenders in an amount sufficient to cover such Account and in form and substance satisfactory to the Required Lenders and without right rights of setoff or (B) the Agent in its reasonable discretion has approved in writing such Account Debtor; (vi) Prebilled Accounts and other Accounts arising with respect to goods which have not been shipped and delivered to and accepted as satisfactory counterclaim 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 of services in a timely manner by any Borrower or third party service provider is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretion; (viii) Accounts which are 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 credit or offset right, as with services performed on a guaranteed service, service-or-return, demonstration, service performed on approval or other terms by reason of which the payment by the Account Debtor is or may be conditional or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers exceeds a credit limit determined by the Agent in the 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 amount of the accounts payable owed by the Borrowers to the Account Debtorsuch setoff or counterclaim); (xvh) Accounts with respect to in which the Account Debtor 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 Borrower 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, to the extent possession of such Chattel Paper or Instrument is not granted to the AgentAgent does not, for the benefit of the Lendersany reason, have a first priority perfected security interest; and (xviii) Accounts which the Agent determines in good faith to be unacceptable; (xviii) the amount of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base or twenty percent (20%) of the combined total Borrowing Base; and (xix) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtors, such percentage to Agent’s opinion may be subject to adjustment from time to time. In the event that a previously scheduled Eligible Account ceases to liens or conflicting claims of ownership, whether such liens or conflicting claims are asserted or could be an Eligible Account under the above described criteria (other than asserted by any determination made by the Agent), the Borrower Representative shall notify the Agent thereof as soon as practicablePerson.

Eligible Accounts. Eligible Accounts" shall mean all Accounts of each of the Borrowers other than the following: (i) Accounts which remain unpaid as of ninety (90) days after the date of the original invoice with respect thereto; (ii) all Accounts owing by 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 in clause (i) of this SUBSECTION 3.2, except CLAUSES (XII) and (XVIII); (iii) Accounts with respect to which the Account Debtor is an Affiliate of any the Borrower or a director, officer or employee of any the Borrower or its Affiliates; (iv) Accounts with respect to which the Account Debtor is a Governmental Authority the United States of America or any department, agency or instrumentality or prime contractor thereof (other than military commissaries) unless such the Borrower has complied in a manner satisfactory to the Agent with the Federal Assignment of Claims Act of 1940, as amended, or similar law or statute of the relevant state, province, municipality or other jurisdiction and any amendments thereto, relative to the assignment 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 Debtor has (A) supplied the Account Debtor has supplied such Borrower with an irrevocable letter of credit, issued by a financial institution satisfactory to the Required Lenders Lenders, or (B) obtained foreign credit insurance, in each case in an amount sufficient to cover such Account and in form and substance satisfactory to the Required Lenders Agent and without right of setoff or (B) and the Agent Account is payable in its reasonable discretion has approved full in writing such Account DebtorUnited States dollars; (vi) Prebilled Accounts and other Accounts arising with respect to goods 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 of services in a timely manner by any Borrower or third party service provider 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 not invoiced (and dated as of the date of such invoice) and sent to the Account Debtor within thirty five (305) 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 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 credit or offset return right, as with services performed sales made on a guaranteed servicesale, servicexxxx-and-hold, sale-or-return, demonstration, service performed sale on approval or other terms by reason (except with respect to Accounts in connection with which Account Debtors are entitled to return Inventory solely on the basis of which the payment by the Account Debtor is or may be conditional quality of such Inventory) or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers Borrower exceeds a credit limit determined by the Agent in the Agent's discretion following ten (10) Business Days' prior written notice of such credit limit from the Agent to the Borrower RepresentativeBorrower; (xiii xiii) Accounts with respect to which any disclosure is required in accordance with SUBSECTION 3.3; (xivxv) contra Accounts to the extent of the amount of the accounts payable (including, without limitation, accrued Slotting Fee Payments) owed by the Borrowers Borrower to the Account Debtor; (xvxvi) Accounts with respect to which the Account Debtor 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 the Borrower 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 state agency in such state for the then current year; (xvixvii) Accounts evidenced by Chattel Paper chattel paper or any Instrument instrument of any kind, to the extent possession of such Chattel Paper chattel paper or Instrument instrument is not granted to the Agent, for the benefit of the Lenders; (xviixviii) Accounts which are the subject of a dispute between the Borrower and an Account Debtor; and (xix) Accounts which the Agent determines in good faith to be unacceptable; (xviii) the amount of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base or twenty percent (20%) of the combined total Borrowing Base; and (xix) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtors, such percentage to be subject to adjustment from time to time. In the event that a previously scheduled Eligible Account ceases to be an Eligible Account under the above described criteria (other than any determination made by the Agent)criteria, the Borrower Representative shall notify the Agent thereof as soon as practicablethereof.

Eligible Accounts. Eligible Accounts" is that portion of Borrower's Accounts (and shall mean all Accounts not include Instruments, Chattel Paper or General Intangibles) arising from the sale and delivery of each Inventory or from services rendered by Borrower in the ordinary course of Borrower's business that Lender determines, in Lender's sole discretion, is to be included in the calculation of the Borrowers other than the followingBorrowing Base. An Account shall not be an Eligible Account unless such Account: (i) is subject to Lender's perfected first priority security interest and no other encumbrance, claim, assignment, levy, subrogation right, lien or other security interest; (ii) is evidenced by an invoice or other evidence satisfactory to Lender; (iii) is unconditionally due and payable in U.S. dollars; and (iv) conforms to the warranties regarding Accounts which remain contained in this Agreement. Without limiting Lender's absolute discretion, the following Accounts will not be Eligible Accounts: (a) Accounts that are unpaid as of more than sixty (60) days from their respective original due dates; (b) Accounts that are unpaid more than ninety (90) days after the date of the from their respective original invoice with respect theretodates; (iic) all Accounts owing by a single relating to any Account Debtor, including a currently scheduled Accountor affiliated group of Account Debtors, if fifty percent (for which 50%) % or more of the balance owing by dollar amount of such Account Debtor is ineligible by reason of the criterion set forth in this SUBSECTION 3.2, except CLAUSES Accounts are not Eligible Accounts pursuant to clause (XIIa) and above or are unpaid more than sixty (XVIII)60) days from their respective original invoice dates; (iiid) Accounts Except to the extent otherwise permitted with respect to Account Debtors listed in Schedule 1.2 attached hereto (as such schedule may be amended from time to time by a writing signed by Lender), Accounts owed by an Account Debtor, or affiliated group of Account Debtors, which is obligated to Borrower respecting Accounts, the aggregate unpaid balance of which exceeds the lesser of $500,000 or the Maximum Concentration Percentage set forth on Schedule A of the aggregate unpaid balance of all otherwise Eligible Accounts owed to Borrower at such time by all of Borrower's Account Debtors, but only to the extent of such excess; (e) Accounts owed by an Account Debtor is an Affiliate of any Borrower or a director, officer or employee of any Borrower or its Affiliates; (iv) Accounts with respect to which the Account Debtor Borrower is a Governmental Authority or prime contractor thereof unless such Borrower has complied indebted in a manner satisfactory to the Agent with the Federal Assignment of Claims Act of 1940, as amendedany way, or similar law which is subject to any contra account or statute of the relevant state, province, municipality or other jurisdiction and any amendments thereto, relative to the assignment 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 Borrower with an irrevocable letter of credit, issued by a financial institution satisfactory to the Required Lenders in an amount sufficient to cover such Account and in form and substance satisfactory to the 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 and other Accounts arising with respect to goods 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 recoupment by the Account Debtor; (viif) Accounts for which the prospect relating to any Account Debtor who has, or claims to have, any defense, right of payment in full set-off or performance of services in a timely manner by any Borrower or third party service provider is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretioncounterclaim; (viiig) Accounts which are not invoiced (and dated as relating to any Account Debtor located outside of the date United States of America, unless such invoice) and sent Accounts are supported by security acceptable to the Lender, or to any 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 credit or offset right, as with services performed on a guaranteed service, service-or-return, demonstration, service performed on approval or other terms by reason of which the payment by the Account Debtor is or may be conditional or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers exceeds a credit limit determined by the Agent in the 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 amount of the accounts payable owed by the Borrowers to the Account Debtor; (xv) Accounts with respect to which the Account Debtor is located in any state denying creditors access requiring that Borrower qualify to its courts do business in the absence of such state or file a Notice of Business Activities Report or other similar filing document in order to bring suit or otherwise enforce its remedies against such Account Debtor in the courts or through any judicial process of such state, unless such Borrower has either qualified as a foreign corporation authorized to transact do business in such state or state, has properly filed a Notice of Business Activities Report or similar filing with the applicable Governmental Authority in such state document as appropriate for the then current applicable year, or is exempt from such filing requirement; (xvih) Accounts evidenced by Chattel Paper for which the Account Debtor is an employee, agent, owner, partner or shareholder of Borrower (an "Interested Party") or for which the Account Debtor controls, is controlled by, or is under common control with Borrower or an Owner of Borrower (a "Borrower Affiliate"); (i) Accounts for which the Account Debtor is the government of the United States of America, any state, or any Instrument political subdivision of either of the foregoing, unless Borrower assigns its right to payment of such Accounts to Lender in compliance with the provisions of the Assignment of Claims Act of 1940 (the "ACA") or any kindother applicable laws and the governmental entity acknowledges such assignment in writing; (j) Accounts arising from the sale of Goods or rendition of services by Borrower to any Account Debtor purchasing such Goods or services primarily for personal, family or household purposes, or on a sale or return or other conditional basis; (k) Accounts for which the Account Debtor's financial condition is unsatisfactory to Lender or for which the Account Debtor is the subject of bankruptcy, insolvency, receivership or other similar proceedings; (l) Accounts that (i) arise from uncompleted performance on the part of Borrower, (ii) constitute progress billings, advance billings, any retention amxxxx xx retainage, (xxx) xre a guaranteed sale, a sale and return, or other repurchase or return basis; (iv) are a "bill and hold" or involve a sale of Goods, axx xll such Goods have not been lawfully shipped and invoiced to the extent possession Account Debtor (or if requested by Lender, copies of all invoices, together with all shipping documents and delivery receipts evidencing such Chattel Paper shipment have not been delivered to Lender) or Instrument is not granted (v) arise from an Account Debtor to the Agent, for the benefit of the Lenderswhom Goods or services are provided on a "cash on delivery" or C.O.D. basis; (xviim) Accounts that Lender believes are, or will be, impaired as the result of actual or potential liens, claims or other risks; or (n) Accounts for which the Agent determines in good faith to be unacceptable; (xviii) Virginia Department of Transportation is the amount of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base or twenty percent (20%) of the combined total Borrowing Base; and (xix) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtors, such percentage to be subject to adjustment from time to time. In the event that a previously scheduled Eligible Account ceases to be an Eligible Account under the above described criteria (other than any determination made by the Agent), the Borrower Representative shall notify the Agent thereof as soon as practicableDebtor.

Eligible Accounts. The Agent shall have the sole right, in its ----------------- discretion, to determine which Accounts are eligible ("Eligible Accounts" shall mean all "). In ----------------- addition, without limiting the Agent's discretion, unless otherwise agreed by the Agent in writing, the following Accounts of each of the Borrowers other than the followingare not Eligible Accounts: (ia) Accounts which remain unpaid as of ninety more than sixty (9060) days after from the stated due date of or more than 120 days from the original invoice with respect theretodate, in each case based upon the end-of-the-month aging; (iib) all Accounts owing by a single Account Debtor, including a currently scheduled AccountAccounts, if fifty percent (50%) or more of the balance owing by such Account Debtor to the Borrower is ineligible by reason of the criterion set forth in this SUBSECTION 3.2, except CLAUSES (XII) and (XVIII)for any reason; (iii) Accounts with respect to which the Account Debtor is an Affiliate of any Borrower or a director, officer or employee of any Borrower or its Affiliates; (ivc) Accounts with respect to which the Account Debtor is a Governmental Authority director, officer, employee, Subsidiary or prime contractor thereof Affiliate of the Borrower; (d) Accounts with respect to which the Account Debtor is the United States of America or any department, agency or instrumentality thereof, unless the Borrower assigns its right to payment of such Borrower has complied in a manner satisfactory Accounts to the Agent with pursuant to, and in full compliance with, the Federal Assignment of Claims Act of 1940, as amended, or similar law or statute of the relevant state, province, municipality or other jurisdiction and any amendments thereto, relative to the assignment of such Accounts; (ve) Accounts with respect to which the Account Debtor is not a resident of the United States unless the Account is payable States; (f) Accounts in United States dollars and (A) dispute or with respect to which the Account Debtor has supplied such asserted in writing or either the Borrower with an irrevocable letter of credit, issued by or the Agent has reason to believe the Account Debtor is entitled to assert a financial institution satisfactory counterclaim or has asserted in writing or either the Borrower or the Agent has reason to believe the Required Lenders in an amount sufficient Account Debtor is entitled to cover such Account and in form and substance satisfactory to the Required Lenders and without assert a right of setoff or (B) the Agent in its reasonable discretion has approved in writing such Account Debtorsetoff; (vig) Prebilled Accounts and other Accounts arising with respect to goods 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 of services in a timely manner by any Borrower or third party service provider the Account Debtor is or is likely to become impaired will be impaired, as determined by the Agent in the reasonable exercise of its discretion; (viii) Accounts which are 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; (ixh) Accounts with respect to which the Agent, on behalf of the Lenders, Agent does not have a first and valid fully perfected Lien free and clear of any other Lien whatsoeversecurity interest; (xi) 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; (xij) 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 credit or offset return right, as with services performed sales made on a xxxx-and-hold, guaranteed servicesale, servicesale-orand-return, demonstration, service performed sale on approval or other terms by reason of which the payment by the Account Debtor is or may be conditional or consignment basis; (xiik) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers Borrower exceeds a credit limit determined by the Agent in the Agent's discretion following prior written notice of such credit limit from the Agent to the Borrower Representativediscretion; (xiii Accounts with respect to which any disclosure is required in accordance with SUBSECTION 3.3; (xiv) contra Accounts to the extent of the amount of the accounts payable owed by the Borrowers to the Account Debtor; (xv1) Accounts with respect to which the Account Debtor is located in any state denying creditors access New Jersey, Minnesota, Tennessee or Indiana unless the Borrower (i) has received a certificate of authority to its courts do business, and is in the absence of a Notice of Business Activities Report or other similar filing unless such Borrower has either qualified as a foreign corporation authorized to transact business good standing, in such state state, or (ii) has filed a Notice of Business Activities Report (or similar filing other comparable required report) with the applicable Governmental Authority in proper authorities of such state for the then current year; (xvi) Accounts evidenced by Chattel Paper or any Instrument of any kind, to the extent possession of such Chattel Paper or Instrument is not granted to the Agent, for the benefit of the Lenders; (xviim) Accounts which arise out of sales not made in the Agent determines in good faith to be unacceptableordinary course of the Borrower's business; (xviiin) Accounts with respect to which the amount of Account Debtor has returned to the Borrower all or any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base or twenty percent (20%) portion of the combined total Borrowing BaseInventory the sale of which gave rise to such Accounts; and (xixo) an amount equal Accounts with respect to 3.1% which any document or agreement executed or delivered in connection therewith, or any procedure used in connection with any such document or agreement, fails in any material respect to comply with the requirements of applicable law, or with respect to which any representation or warranty contained in this Agreement is untrue. If the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtors, such percentage to be subject to adjustment from time to time. In the event Borrower determines that a previously scheduled Eligible Account ceases to be an Eligible Account under any of the above described criteria (other than any determination made by the Agent)criteria, the Borrower Representative shall notify the Agent thereof as soon as practicableat the earliest reasonable opportunity.

Eligible Accounts. The Agent shall have the right, in the exercise of the Agent’s reasonable discretion, to determine whether Accounts are eligible for inclusion in the Borrowing Base at any particular time (such eligible accounts being referred to as “Eligible Accounts" ”). Without limiting the Agent’s right to determine that Accounts do not constitute Eligible Accounts, the following Accounts shall mean not be Eligible Accounts: (a) any Account other than an Account arising from a completed sale (not a bxxx-and-hold, undelivered sale, sale or return, consignment or sale-on-approval basis) of “livestock” (as defined in PASA) or of processed pork products by Borrower; (b) any Account other than an Account denominated in U.S. Dollars; (c) all Accounts owing by an Account Debtor that is a meat packer in connection with the sale of each of the Borrowers other than the following: “livestock” (ias defined in PASA) Accounts which remain are at that time unpaid as of ninety for a period exceeding seven (907) 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 with respect related thereto; (iie) all Accounts owing by a single an Account Debtor, including a currently scheduled Account, Debtor if fifty more than ten percent (5010%) or more of the balance 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 ineligible by reason in excess of five percent (5%) of the criterion set forth in this SUBSECTION 3.2, except CLAUSES (XII) and (XVIII)aggregate face amount of all other Eligible Accounts of all other Account Debtors; (iiid) those Accounts with respect to which owing from the Account Debtor is an Affiliate of United States or any Borrower department, agency or a director, officer or employee of any Borrower or its Affiliates; (iv) Accounts with respect to which the Account Debtor is a Governmental Authority or prime contractor instrumentality thereof unless such Borrower has shall have complied in a manner satisfactory to the Agent with the Federal Assignment of Claims Act of 1940, as amended, or similar law or statute to the satisfaction of the relevant stateAgent; (e) Accounts which arise out of transactions with Affiliates; (f) Accounts of an Account Debtor that is located outside the United States, province, municipality unless such Accounts are covered by a letter of credit issued or other jurisdiction and any amendments thereto, relative confirmed by a bank acceptable to the assignment of such AccountsAgent or are covered by foreign credit insurance acceptable to the Agent; (vg) Accounts with respect which are or may be subject 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 Borrower with an irrevocable letter of credit, issued by a financial institution satisfactory to the Required Lenders in an amount sufficient to cover such Account and in form and substance satisfactory to the Required Lenders and without right rights of setoff or (B) the Agent in its reasonable discretion has approved in writing such Account Debtor; (vi) Prebilled Accounts and other Accounts arising with respect to goods which have not been shipped and delivered to and accepted as satisfactory counterclaim 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 of services in a timely manner by any Borrower or third party service provider is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretion; (viii) Accounts which are 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 credit or offset right, as with services performed on a guaranteed service, service-or-return, demonstration, service performed on approval or other terms by reason of which the payment by the Account Debtor is or may be conditional or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers exceeds a credit limit determined by the Agent in the 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 amount of the accounts payable owed by the Borrowers to the Account Debtorsuch setoff or counterclaim); (xvh) Accounts with respect to in which the Account Debtor 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 Borrower 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, to the extent possession of such Chattel Paper or Instrument is not granted to the AgentAgent does not, for the benefit of the Lendersany reason, have a first priority perfected security interest; and (xviii) Accounts which the Agent determines in good faith to be unacceptable; (xviii) the amount of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base or twenty percent (20%) of the combined total Borrowing Base; and (xix) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtors, such percentage to Agent’s opinion may be subject to adjustment from time to time. In the event that a previously scheduled Eligible Account ceases to liens or conflicting claims of ownership, whether such liens or conflicting claims are asserted or could be an Eligible Account under the above described criteria (other than asserted by any determination made by the Agent), the Borrower Representative shall notify the Agent thereof as soon as practicablePerson.

Eligible Accounts. To be an Eligible Accounts" shall mean Account, an Account must meet all Accounts of each of the Borrowers following requirements and conditions, unless waived in writing by Purchaser: (a) the Account has not been deemed unacceptable by Purchaser in its discretion; (b) Seller has sole and unconditional title to the Account, and the Account and any goods sold or services provided to create the Account are free and clear of any lien, claim, charge, security interest, or other encumbrance of any kind; (c) all goods sold or services provided to create the Account have been sold or provided in the ordinary course of Seller’s business and in accordance with all applicable laws, rules, regulations, and ordinances; (d) the Account is a valid, genuine, and enforceable obligation of the Account Debtor as specified on the records and invoices of Seller; (e) there are no payments, deductions, credits, discounts, payment terms, or other modifications or reductions in the amount owing on the Account, except as disclosed in writing to Purchaser prior to Purchase; (f) there have been no extensions, modifications, or other agreements relating to payment of the Account, except as disclosed in writing to Purchaser prior to Purchase; (g) there are no defenses, setoffs, or counterclaims to payment of the Account that can be asserted against Seller or Purchaser; (h) the Account has been submitted to Purchaser no later than seven (7) days from the following: date the goods are sold or delivered, giving rise to the Account are completed, except that Accounts customarily billed in the aggregate may be submitted no later than twenty-one (21) days from the date the goods are sold or delivered, giving rise to the Account are completed; (i) Accounts which remain unpaid as of ninety (90) days after the date of the original invoice with respect thereto; (ii) all Accounts owing by 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 in this SUBSECTION 3.2, except CLAUSES (XII) and (XVIII); (iii) Accounts with respect to which the Account Debtor is an Affiliate of any Borrower or a director, officer or employee of any Borrower or its Affiliates; (iv) Accounts with respect to which the Account Debtor is a Governmental Authority or prime contractor thereof unless such Borrower has complied in a manner satisfactory to the Agent with the Federal Assignment of Claims Act of 1940, as amended, or similar law or statute of the relevant state, province, municipality or other jurisdiction and any amendments thereto, relative to the assignment 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 Borrower with an irrevocable letter free of credit, issued by a financial institution satisfactory to the Required Lenders in an amount sufficient to cover such Account and in form and substance satisfactory to the 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 and other Accounts arising with respect to goods 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 all disputes by the Account Debtor; (viij) Accounts for which the prospect of payment in full or performance of services in a timely manner Account is not owing by any Borrower or third party service provider Person to which Seller is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretionindebted; (viiik) Accounts which are the Account is not invoiced owing by an employee, agent, officer, or director of Seller; (and dated as of l) the date of such invoiceAccount is not owing by a parent, subsidiary, sister company, or other company related to or anyhow affiliated with Seller; (m) and sent to the Account Debtor within thirty has a credit rating satisfactory to Purchaser and the Account Debtor is located or authorized to do business in the United States; (30n) days after delivery of the underlying goods to no proceeding has been commenced or performance of the underlying services for petition filed under any bankruptcy or insolvency law by or against the Account Debtor; (ixo) Accounts with respect to which the Agentno receiver, on behalf trustee, or custodian has been appointed for any part of the Lendersproperty of the Account Debtor, does not have a first and valid fully perfected Lien free and clear no property 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 been assigned for the benefit of creditors or whose assets have been conveyed to a receiver or trusteecreditors; (xip) Accounts with respect to which neither the Account Debtor's obligation to pay nor any invoice, credit application, xxxx, billing memorandum, correspondence, or any other document evidencing the Account provides for the collection of any payment in excess of the maximum amount allowed by usury or other applicable law; (q) the Account is conditional upon not beyond the Late Payment Date; (r) the Account Debtor's approval or is otherwise subject to any repurchase obligation or credit or offset right, as with services performed on a guaranteed service, service-or-return, demonstration, service performed on approval or other terms not owing by reason of which the payment by the an Account Debtor is or may be conditional or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers exceeds a credit limit determined by the Agent in the 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 amount of the accounts payable owed by the Borrowers to the Account Debtor; (xv) Accounts with respect to which the Account Debtor 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 Borrower 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, to the extent possession of such Chattel Paper or Instrument is not granted to the Agent, for the benefit of the Lenders; (xvii) Accounts which the Agent determines in good faith to be unacceptable; (xviii) the amount of any Accounts that exceed thirtytwenty-five percent (3525%) or more of any individual Borrowing Base Outstanding Purchases past the Late Payment Date; (s) if Outstanding Purchases for an Account Debtor equal or twenty percent (20%) of exceed the combined total Borrowing Base; and (xix) an amount equal to 3.1% of Concentration Percentage times the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account Outstanding Purchases for such Borrower's lag in the processing and issuing of credit memos to all Account Debtors, then the portion of Purchased Accounts owing by such percentage to Account Debtor in excess of such Concentration Percentage are not Eligible Accounts; (t) the Account will be subject to adjustment from time to time. In evidenced by one or more legible Invoices having at a minimum and without limitation, (i) Seller’s name, (ii) an Invoice number, (iii) the event that Invoice Date, (iv) the name and address of the Account Debtor, (v) the amount owing, (vi) the P.O. Box, (vii) a previously scheduled Eligible Account ceases to be an Eligible Account under due date for the above described criteria amount owing, (other than any determination made by the Agent)viii) if applicable, the Borrower Representative shall notify purchase order or load number, and (ix) such other documentation, including, without limitation, the Agent thereof original Invoice, as soon as practicablemay be required by Purchaser.

Eligible Accounts. The words "Eligible Accounts" mean, at any time, all of Borrower's Accounts which contain selling terms and conditions acceptable to Lender. The net income of any Eligible Account against which Borrower may borrow shall mean exclude all returns, discounts, credits, and offsets of any nature. Unless otherwise agreed to by Lender in writing, Eligible Accounts of each of the Borrowers other than the followingdo not include: (i) Accounts which remain unpaid as of ninety (90) days after the date of the original invoice with respect thereto; (ii) all Accounts owing by 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 in this SUBSECTION 3.2, except CLAUSES (XII) and (XVIII); (iii) Accounts with respect to which the Account Debtor is an Affiliate officer, an employee or agent of any Borrower or a director, officer or employee of any Borrower or its AffiliatesBorrower; (ivii) Accounts with respect to which the Account Debtor is a Governmental Authority or prime contractor thereof unless such Borrower has complied in a manner satisfactory to the Agent with the Federal Assignment of Claims Act of 1940, as amendedSubsidiary of, or similar law affiliated with or statute of the relevant staterelated to Borrower or its officers, province, municipality or other jurisdiction and any amendments thereto, relative to the assignment of such Accountsdirectors; (viii) 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 Borrower with an irrevocable letter of creditgoods are placed on consignment, issued by a financial institution satisfactory to the Required Lenders in an amount sufficient to cover such Account and in form and substance satisfactory to the 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 and other Accounts arising with respect to goods 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 of services in a timely manner by any Borrower or third party service provider is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretion; (viii) Accounts which are 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 Agentguaranteed sale, 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 credit or offset right, as with services performed on a guaranteed service, service-or-return, demonstration, service performed on approval or other terms by reason of which the payment by the Account Debtor is or may be conditional or consignment basisconditional; (xiiiv) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers exceeds a credit limit determined by the Agent in the 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 Borrower is required in accordance with SUBSECTION 3.3; (xiv) contra Accounts to the extent of the amount of the accounts payable owed by the Borrowers or may become liable to the Account DebtorDebtor for goods sold or services rendered by the Account Debtor to borrower; (xvv) Accounts which are subject to dispute, counterclaim, or setoff; (vi) Accounts with respect to which the Account Debtor is located in any state denying creditors access to its courts in goods have not been shipped or delivered, or the absence of a Notice of Business Activities Report or other similar filing unless such Borrower 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 kindservices have not been rendered, to the extent possession Account Debtor; (vii) Accounts with respect to which Lender, in its sole discretion, deems the creditworthiness or financial condition of the Account Debtor to be unsatisfactory; (viii) Accounts of any Account Debtor who has filed or has had filed against it a petition in bankruptcy or an application for relief under any provision of any state or federal bankruptcy, insolvency, or debtor-in-relief acts, or who has had appointed a trustee, custodian, or receiver for the assets of such Chattel Paper Account Debtor; or Instrument is not granted to the Agent, who had made an assignment for the benefit of the Lenderscreditors or has become insolvent or fails generally to pay its debts (including its payrolls) as such debts become due; (xviiix) Accounts which had not been paid in full within sixty (60) days from the Agent determines in good faith to be unacceptableinvoice date; (xviiix) the amount Datings; Progress Xxxxxxxx; Retainages; Cash Sales; C.O.D.; Service Charges; (xi) any Account of any Accounts an Account Debtor that exceed thirty-five percent (35%) of any individual Borrowing Base or twenty percent (20%) is not a resident of the combined total Borrowing BaseUnited States, Puerto Rico, and Canada; and or (xixxii) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtors, such percentage to be subject to adjustment from time to time. In the event that a previously scheduled Eligible Account ceases to be an Eligible Account under the above described criteria (other than any determination made by the Agent), the Borrower Representative shall notify the Agent thereof as soon as practicableAccounts which are not Collateral.

Eligible Accounts. Eligible Accounts" shall mean all Accounts of each of the Borrowers other than the following: (i) Accounts for which no due date is specified which remain unpaid as of ninety (90) days after the original date of the applicable invoice or, if a due date is specified, which remains unpaid as of thirty (30) days after the due date but in no event more than one-hundred twenty (120) days following the original invoice with respect theretodate of the applicable invoice; (ii) all Accounts owing by a single Account Debtor, including a currently scheduled Account, if fifty percent (50%) or more than 25% of the balance owing by such Account Debtor is ineligible by reason of the criterion criteria set forth in this SUBSECTION 3.2, except CLAUSES clause (XIIi) and (XVIII)above; (iii) Accounts with respect to which the Account Debtor is an Affiliate of any Borrower the Company or a director, officer or employee of any Borrower or its AffiliatesAffiliates (PROVIDED, HOWEVER, that for purposes of this subsection 3.2 "Affiliate" shall not be deemed to include any Person controlled by Primus, Morgenthaler, Foundation Partners Fund, Mesirow Capital Partners VI, Tampsco Enterprises, Inc., Adlex Xxxagement or Willxxx Xxxxx Xxxtners); (iv) Accounts with respect to which the Account Debtor is a Governmental Authority the United States of America, Canada, or prime contractor any department, agency or instrumentality thereof unless such Borrower has complied filings in accordance with the Assignment of Claims Act, the Financial Administration Act of Canada, or other applicable statutes governing security interests thereon have been completed and filed in a manner satisfactory to the Agent with the Federal Assignment of Claims Act of 1940Agent, as amended, or similar law or statute of the relevant state, province, municipality or other jurisdiction and any amendments thereto, relative to the assignment of such Accounts; (v) Accounts with respect to which the Account Debtor is not a resident of the United States or Canada unless the Account is payable in United States dollars and (A) the Account Debtor has supplied such the applicable Borrower with an irrevocable letter of credit, issued by a financial institution satisfactory to the Required Lenders in an amount Agent, sufficient to cover such Account and in form and substance satisfactory acceptable to the Required Lenders Agent and without right of setoff or (B) such Account Debtor is deemed to be an acceptable credit risk by the Agent in its reasonable discretion has approved in writing such Account Debtordiscretion; (vi) Prebilled Accounts and other Accounts arising with respect to goods 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 of services in a timely manner by any Borrower or third party service provider 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 not invoiced (and dated as of the date of such invoice) and sent to the Account Debtor within thirty five (305) 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, Agent does not have a first and valid fully perfected Lien free and clear of any other Lien whatsoeversecurity interest; (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 credit or offset return right, as with services performed sales made on a bill-xxx-hold, guaranteed servicesale, servicesale-orand-return, demonstration, service performed sale on approval or other terms by reason (except with respect to Accounts in connection with which Account Debtors are entitled to return Inventory solely on the basis of which the payment by the Account Debtor is or may be conditional quality of such Inventory) or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers applicable Borrower exceeds a credit limit determined by the Agent in the Agent's reasonable discretion following reasonable prior written notice of to such credit limit from the Agent to the Borrower RepresentativeBorrower; and (xiii xiii) Accounts with respect to which any disclosure is required in the applicable Accounts Trial Balance in accordance with SUBSECTION 3.3subsection 3.3 below; PROVIDED, HOWEVER, that with respect to Accounts excluded by virtue of subsection 3.3(v) below, if the disputed portion of such Account is less than ten percent (xiv10%) contra Accounts of the total amount due under such Account, then such Account shall be excluded only to the extent of the amount of the accounts payable owed by the Borrowers to the Account Debtor; (xv) Accounts with respect to which the Account Debtor is located in any state denying creditors access to its courts in the absence of a Notice of Business Activities Report setoff, counterclaim or other similar filing unless such Borrower 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, to the extent possession of such Chattel Paper or Instrument is not granted to the Agent, for the benefit of the Lenders; (xvii) Accounts which the Agent determines in good faith to be unacceptable; (xviii) the amount of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base or twenty percent (20%) of the combined total Borrowing Base; and (xix) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtors, such percentage to be subject to adjustment from time to timedispute. In the event that a previously scheduled Eligible Account ceases to be an Eligible Account under the above described criteria (other than any determination made by the Agent)criteria, the Borrower Representative Borrowers shall notify the Agent thereof as soon as practicablethereof.

Eligible Accounts. Eligible Accounts" The term AELIGIBLE ACCOUNTS@ means those ACCOUNTS which are acceptable to the LENDER. The criteria for eligibility may be fixed and revised from time to time by the LENDER in its discretion. An ACCOUNT in no event shall mean all Accounts be deemed eligible unless: (a) the ACCOUNT arises from goods sold or leased in the ordinary course of each business of either or both of the Borrowers other BORROWERS; (b) the delivery of the goods or the performance of the services has been completed; (c) no return, rejection, or repossession has occurred; (d) the goods delivered or the services performed have been finally and unconditionally accepted by the ACCOUNT DEBTOR without dispute, objection, complaint, offset, defense, counterclaim, adjustment or allowance; (e) the ACCOUNT DEBTOR'S obligation to pay the ACCOUNT is not subject to any repurchase obligation or return right, as with sales made on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval (except with respect to ACCOUNTS in connection with which ACCOUNT DEBTORS are entitled to return INVENTORY solely on the basis of the quality of such INVENTORY) or consignment basis; (f) no more than the following: (i) Accounts which remain unpaid as of ninety (90) days after have elapsed from the billing or invoice date and no more than sixty (60) days have elapsed from the due date; (g) no prior, contemporaneous, or subsequent assignment, claim, lien, or security interest, other than that of the original invoice with respect theretoLENDER, applies to the ACCOUNT; (iih) all Accounts owing no bankruptcy or insolvency proceedings or payment moratoriums of any kind apply to the ACCOUNT; (i) the ACCOUNT DEBTOR is not, in the LENDER=S sole opinion, unlikely to pay because of death, incompetency, disappearance, potential bankruptcy, insolvency, damage to or disposition of the goods, default, or any other reason whatsoever; (j) the LENDER has not, by notice to either or both of the BORROWERS, in the LENDER=S sole discretion, deemed the ACCOUNT unsatisfactory for any reason; (k) no bonding company or surety asserts or has the ability to assert any claim based upon the legal doctrine of equitable subrogation, or under any other right to claim a lien into or right to payment of the ACCOUNT; (l) the ACCOUNT does not arise from or pertain to any transaction with any AFFILIATE; (m) the ACCOUNT does not arise from any maintenance or services agreements; (n) the ACCOUNT is not payable from any ACCOUNT DEBTOR located outside of the geographic boundaries of the United States of America (unless such ACCOUNT is fully secured by a single Account Debtor, including a currently scheduled Account, if fifty percent (50%) letter of credit or more of credit insurance acceptable to the balance owing by such Account Debtor is ineligible by reason of the criterion set forth in this SUBSECTION 3.2, except CLAUSES (XII) and (XVIIILENDER); (iiio) Accounts the BORROWER is legally empowered to collect the ACCOUNT against the ACCOUNT DEBTOR in the jurisdiction in which the ACCOUNT DEBTOR is located; (p) the ACCOUNT is not payable by an ACCOUNT DEBTOR with respect to which more than twenty-five percent (25%) of the Account Debtor is an Affiliate dollar amount of any Borrower that ACCOUNT DEBTOR=S RECEIVABLES to either or a director, officer both of the BORROWERS are more than ninety (90) days due from the date of invoice or employee of any Borrower or its Affiliatesmore than sixty (60) days due from the due date; (ivq) Accounts the ACCOUNT does not arise from any contract or agreement with respect to which the Account Debtor is a Governmental Authority any federal, state, local or prime contractor thereof foreign government unless such Borrower governmental authority is the United States of America or an agency or representative thereof and the LENDER has complied in a manner satisfactory obtained full compliance to its complete satisfaction with all provisions necessary to protect the Agent with the Federal Assignment of Claims Act LENDER=S interests under THE ASSIGNMENT OF CLAIMS ACT of 1940, as amended, or similar law or statute of the relevant stateand all regulations promulgated thereunder, province, municipality or and all other jurisdiction applicable federal procurement laws and any amendments thereto, relative to the assignment of such Accountsregulations; (vr) Accounts with respect to which the Account Debtor LENDER has a perfected first priority security interest therein; (s) the ACCOUNT 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 Borrower with an irrevocable letter of credit, issued by a financial institution satisfactory to the Required Lenders in an amount sufficient to cover such Account and in form and substance satisfactory to the 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 and other Accounts arising with respect to goods 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 of services in a timely manner by any Borrower or third party service provider is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretion; (viii) Accounts which are 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 credit or offset right, as with services performed on a guaranteed service, service-or-return, demonstration, service performed on approval filed financing statement or other terms public lien filings by reason anyone other than the LENDER, unless any such financing statement is subordinated to the LENDER'S security interests and liens in accordance with written agreements acceptable to the LENDER; and (t) the ACCOUNT does not arise from the sale or lease of any INVENTORY in which any PERSON other than the payment LENDER claims a security interest or lien, unless such PERSON has expressly agreed to subordinate such security interest or lien to the liens of the LENDER in accordance with written agreements acceptable to the LENDER. An ACCOUNT which otherwise satisfies the LENDER=S criteria for eligibility shall also be subject to the following eligibility limitations: (i) if the ACCOUNT is payable by an ACCOUNT DEBTOR to whom either or both of the Account Debtor is BORROWERS owes money, only the portion of the ACCOUNT in excess of the amount owed by either or both of the BORROWERS to the ACCOUNT DEBTOR may be conditional or consignment basiseligible; (xiiii) Accounts if the ACCOUNT is due from an ACCOUNT DEBTOR whose ACCOUNTS in the aggregate constitute in excess of ten percent (10%) of all of the ACCOUNTS of either or both of the BORROWERS, only the portion of the aggregate amount of the ACCOUNTS from that ACCOUNT DEBTOR which does not exceed ten percent (10%) of all of the ACCOUNTS of either or both of the BORROWERS may be eligible; and (iii) to the extent that the Account Debtor's indebtedness to the Borrowers exceeds a credit limit determined by the Agent in the 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 amount of the accounts payable owed by the Borrowers to the Account Debtor; (xv) Accounts with respect to which the Account Debtor is located in any state denying creditors access to its courts in the absence of a Notice of Business Activities Report ACCOUNT contains finance charges, delivery charges or other similar filing unless such Borrower 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, to the extent possession of such Chattel Paper or Instrument is not granted to the Agent, for the benefit of the Lenders; (xvii) Accounts which the Agent determines in good faith to be unacceptable; (xviii) the amount of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base or twenty percent (20%) of the combined total Borrowing Base; and (xix) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtorssales taxes, such percentage to finance charges, delivery charges or sales taxes shall not be subject to adjustment from time to time. In the event that a previously scheduled Eligible Account ceases to be an Eligible Account under the above described criteria (other than any determination made by the Agent), the Borrower Representative shall notify the Agent thereof as soon as practicableeligible.

Eligible Accounts. Eligible Accounts" shall mean all All Accounts of each Borrower meeting all of the Borrowers other than the followingfollowing specifications: (i) Accounts which remain unpaid as the Account is lawfully and exclusively owned by Borrower and subject to a first priority Lien in favor of Lender and subject to no other Lien (other than Permitted Liens, if applicable, and Liens granted under this Agreement) and Borrower has the right of assignment thereof and the power to grant a security interest therein; (ii) the Account does not represent a rebilling and is valid and enforceable representing the undisputed indebtedness of an Account Debtor not more than ninety (90) days after the date of past the original invoice date (other than with respect thereto; (ii) all to Accounts owing by a single Account Debtorany Blue Chip Customer, including a currently scheduled Account, if which shall not be more than one hundred and twenty (120) days past the original invoice date); (iii) not more than fifty percent (50%) or more of the aggregate balance of all Accounts owing by such from an Account Debtor is ineligible by reason of the criterion set forth in this SUBSECTION 3.2, except CLAUSES (XII) and (XVIII); (iii) Accounts with respect to which obligated on the Account Debtor is an Affiliate of any Borrower are outstanding more than sixty (60) days past their original due dates or a director, officer or employee of any Borrower or its Affiliatesninety (90) days past their original invoice dates; (iv) Accounts with respect to which the Account Debtor is a Governmental Authority or prime contractor thereof unless such Borrower has complied in a manner satisfactory to the Agent with the Federal Assignment of Claims Act of 1940, as amended, or similar law or statute amount of the relevant stateAccount, province, municipality or when aggregated with all other jurisdiction and any amendments thereto, relative to the assignment Accounts of such AccountsAccount Debtor, is less than fifteen percent (15%) of the face value of all Accounts of Borrower then outstanding; (v) Accounts with respect to which the Account Debtor is not a resident of the United States unless the contra Account and is payable in United States dollars and (A) the Account Debtor has supplied such Borrower with an irrevocable letter of not subject to any defense, set-off, or counterclaim, deduction, discount, credit, issued by a financial institution satisfactory to the Required Lenders in an amount sufficient to cover such Account and in form and substance satisfactory to the Required Lenders and without right chargeback, freight claim, allowance or adjustment of setoff or (B) the Agent in its reasonable discretion has approved in writing such Account Debtorany kind; (vi) Prebilled Accounts the Account is net of any portion thereof attributable to the sale of goods that have been returned, rejected, lost or damaged; (vii) if the Account arises from the sale of goods by Borrower, such sale was an absolute sale and not on consignment or on approval or on a sale-or-return basis nor subject to any other Accounts arising with respect to repurchase or return agreement, and such goods 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 of services in a timely manner by any Borrower or third party service provider is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretiondesignee; (viii) Accounts which are not invoiced (and dated as of the date of such invoice) and sent to if the Account Debtor within thirty (30) days after delivery of arises from the underlying goods to or performance of the underlying services, such services for have actually been performed and have been approved by the Account Debtor; (ix) Accounts with respect to which the Agent, on behalf Account arose in the ordinary course of the Lenders, does not have a first and valid fully perfected Lien free and clear of any other Lien whatsoeverBorrower's business; (x) Accounts no notice of the bankruptcy, receivership, reorganization, liquidation, dissolution, or insolvency of the Account Debtor has been received by Lender or Borrower; (xi) the Account is an Account for which Lender believes that the validity, enforceability or collection of the Account is not invalid or otherwise impaired; (xii) the Account Debtor is not a Subsidiary or Affiliate of Borrower; (xiii) the sale does not represent a sale pursuant to a government contract unless Borrower has complied, for the benefit of Lender, with respect the Assignment of Claims Act; (xiv) the Account is not an Account of an Account Debtor having its principal place of business or executive office outside the United States, unless the payment of such Account is guaranteed by an irrevocable letter of credit satisfactory to Lender or by credit insurance, satisfactory to Lender; (xv) the Account is not an Account on 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 obligated 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 Borrower under any repurchase obligation or credit or offset right, as with services performed on a guaranteed service, service-or-return, demonstration, service performed on approval or other terms by reason of which the payment by the Account Debtor is or may be conditional or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers exceeds a credit limit determined by the Agent in the 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 amount of the accounts payable owed by the Borrowers to the Account Debtor; (xv) Accounts with respect to which the Account Debtor 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 Borrower 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 yearInstrument; (xvi) Accounts evidenced by Chattel Paper or any Instrument the transaction which gave rise to the Account complies in all respects with all applicable laws, rules and regulations of any kind, to the extent possession of such Chattel Paper or Instrument is not granted to the Agent, for the benefit of the LendersGovernmental Authority; (xvii) Accounts the transaction which gave rise to the Agent determines in good faith to be unacceptableAccount did not involve the issuance of a performance bond; and (xviii) the amount of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base or twenty percent (20%) of the combined total Borrowing Base; Account meets such other reasonable specifications and (xix) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtors, such percentage to be subject to adjustment requirements which may from time to timetime be established by Lender. In the event Eligible Accounts shall not include that a previously scheduled Eligible portion of an Account ceases to be an Eligible Account under the above described criteria representing (other than any determination made by the Agent), the Borrower Representative shall notify the Agent thereof as soon as practicablei) interest or finance charges for past due balances or debit memos and (ii) Xxxxxxxx in Excess of Cost.

Eligible Accounts. Eligible AccountsThe term "ELIGIBLE ACCOUNTS" means those ACCOUNTS which are acceptable to the LENDER. The criteria for eligibility may be fixed and revised from time to time by the LENDER in its discretion. An ACCOUNT in no event shall mean all Accounts be deemed eligible unless: (a) the ACCOUNT arises from goods sold or leased or from services performed in the ordinary course of each business of the Borrowers other BORROWER; (b) the delivery of the goods or the performance of the services has been completed; (c) no return, rejection, or repossession has occurred; (d) the goods delivered or the services performed have been finally and unconditionally accepted by the ACCOUNT DEBTOR without dispute, objection, complaint, offset, defense, counterclaim, adjustment or allowance; (e) the ACCOUNT DEBTOR'S obligation to pay the ACCOUNT is not subject to any repurchase obligation or return right, as with sales made on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval (xxcept with respect to ACCOUNTS in connection with which ACCOUNT DEBTORS are entitled to return INVENTORY solely on the basis of the quality of such INVENTORY) or consignment basis; (f) no more than the following: (i) Accounts which remain unpaid as of ninety (90) days after have elapsed from the billing or invoice date and no more than sixty (60) days have elapsed from the due date unless such ACCOUNT has the benefit of credit insurance and is owed by an ACCOUNT DEBTOR located outside of the United States of America, in which case the ACCOUNT shall not be more than one hundred fifty (150) days due from the date of the original invoice with respect theretoinvoice; (iig) all Accounts owing no prior, contemporaneous, or subsequent assignment, claim, lien, or security interest, other than that of the LENDER, applies to the ACCOUNT; (h) no bankruptcy or insolvency proceedings or payment moratoriums of any kind apply to the ACCOUNT; (i) the ACCOUNT DEBTOR is not, in the LENDER'S sole opinion, unlikely to pay because of death, incompetency, disappearance, potential bankruptcy, insolvency, damage to or disposition of the goods, default, or any other reason whatsoever; (j) the LENDER has not, by notice to the BORROWER, in the LENDER'S sole discretion, deemed the ACCOUNT unsatisfactory for any reason; (k) no bonding company or surety asserts or has the ability to assert any claim based upon the legal doctrine of equitable subrogation, or under any other right to claim a lien into or right to payment of the ACCOUNT; (l) the ACCOUNT does not arise from or pertain to any transaction with any AFFILIATE; (m) the ACCOUNT is not payable from any ACCOUNT DEBTOR located outside of the geographic boundaries of the United States of America (unless or to the extent such ACCOUNT is secured by a single Account Debtor, including a currently scheduled Account, if fifty percent (50%) letter of credit or more of credit insurance acceptable to the balance owing by such Account Debtor is ineligible by reason of the criterion set forth in this SUBSECTION 3.2, except CLAUSES (XII) and (XVIIILENDER); (iiin) Accounts the BORROWER is legally empowered to collect the ACCOUNT against the ACCOUNT DEBTOR in the jurisdiction in which the ACCOUNT DEBTOR is located; (o) the ACCOUNT is not payable by an ACCOUNT DEBTOR with respect to which more than twenty-five percent (25%) of the Account Debtor is an Affiliate dollar amount of any Borrower or a director, officer or employee of any Borrower or its Affiliatesthat ACCOUNT DEBTOR'S RECEIVABLES to the BORROWER fail to comply with Subsection 1.19.(f) above; (ivp) Accounts the ACCOUNT does not arise from any contract or agreement with respect to which the Account Debtor is a Governmental Authority any federal, state, local or prime contractor thereof foreign government unless such Borrower governmental authority is the United States of America or an agency or representative thereof and the LENDER has complied in a manner satisfactory obtained full compliance to its complete satisfaction with all provisions necessary to protect the Agent with the Federal LENDER'S interests under The Assignment of Claims Act of 1940, as amended, or similar law or statute and all regulations promulgated thereunder, and all other applicable federal procurement laws and regulations; and (q) the LENDER has a perfected first priority security interest therein. An ACCOUNT which otherwise satisfies the LENDER'S criteria for eligibility shall also be subject to the following eligibility limitations: (i) if the ACCOUNT is payable by an ACCOUNT DEBTOR to whom the BORROWER owes money, only the portion of the relevant state, province, municipality or other jurisdiction and any amendments thereto, relative ACCOUNT in excess of the amount owed by the BORROWER to the assignment of such AccountsACCOUNT DEBTOR may be eligible; (vii) Accounts with respect to which if the Account Debtor ACCOUNT is not a resident due from an ACCOUNT DEBTOR whose ACCOUNTS in the aggregate constitute in excess of ten percent (10%) of all of the United States unless ACCOUNTS of the Account is payable in United States dollars BORROWER, only the portion of the aggregate amount of the ACCOUNTS from that ACCOUNT DEBTOR which does not exceed ten percent (10%) of all of the ACCOUNTS of the BORROWER may be eligible; and (Aiii) the Account Debtor has supplied such Borrower with an irrevocable letter of credit, issued by a financial institution satisfactory to the Required Lenders in an amount sufficient to cover such Account and in form and substance satisfactory to the 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 and other Accounts arising with respect to goods 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 of services in a timely manner by any Borrower or third party service provider is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretion; (viii) Accounts which are 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 credit or offset right, as with services performed on a guaranteed service, service-or-return, demonstration, service performed on approval or other terms by reason of which the payment by the Account Debtor is or may be conditional or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers exceeds ACCOUNT includes a credit limit determined by the Agent in the 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 amount of the accounts payable owed by the Borrowers to the Account Debtor; (xv) Accounts with respect to which the Account Debtor 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 Borrower 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, to the extent possession of such Chattel Paper or Instrument is not granted to the Agent, for the benefit of the Lenders; (xvii) Accounts which the Agent determines in good faith to be unacceptable; (xviii) the amount of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base or twenty percent (20%) of the combined total Borrowing Base; and (xix) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtorsseparately billed finance charges, such percentage to be subject to adjustment from time to time. In the event that a previously scheduled Eligible Account ceases to be an Eligible Account under the above described criteria (other than any determination made by the Agent), the Borrower Representative shall notify the Agent thereof as soon as practicablefinance charges are not eligible.

Eligible Accounts. “Eligible Accounts" shall mean ” include all of Borrowers’ Accounts of each of the Borrowers other than the following, unless approved in writing by Administrative Agent in each case: (i) Accounts which remain unpaid as of ninety (90) days after the date of the original invoice any Account with respect theretoto which Administrative Agent does not have a valid and enforceable, perfected first priority Security Interest; (ii) all Accounts owing by any Account which remains unpaid as of 90 days after the original date of the applicable invoice, provided, however, (1) if the Account Debtor is a Governmental Authority or an Account Debtor whose primary purpose is to provide educational services, then the foregoing number of days shall be 120; and (2) if the Account Debtor’s primary purpose is to provide health care services, then, at Administrative Agent’s sole discretion, the number of days shall be 120, (iii) any Account of a single Account Debtor, including a currently scheduled Account, Debtor if fifty percent (50%) % or more of the balance owing by balances due on all Accounts of such Account Debtor is are ineligible by reason of the criterion set forth in this SUBSECTION 3.2, except CLAUSES under clause (XIIi) and or (XVIIIii); (iii) Accounts with respect to which the Account Debtor is an Affiliate of any Borrower or a director, officer or employee of any Borrower or its Affiliates; (iv) Accounts any Account with respect to which the Account Debtor is a Governmental Authority Borrower, a Subsidiary or prime contractor an Affiliate thereof unless such or an employee or officer of Borrower has complied in a manner satisfactory or any Subsidiary or Affiliate thereof, provided, however, that the foregoing shall not be applicable to the Agent arm’s-length transactions with the Federal Assignment of Claims Act of 1940, as amended, or similar law or statute portfolio companies of the relevant state, province, municipality or other jurisdiction and any amendments thereto, relative to the assignment of such AccountsBorrowers’ Major Shareholders; (v) Accounts any Account with respect to which the Account Debtor does not maintain its chief executive office within the United States or any Account with respect to which the Account Debtor is not a resident the government of the United States unless the Account is payable in United States dollars and (A) the Account Debtor has supplied such Borrower with an irrevocable letter of creditany foreign country or any municipality or other political subdivision thereof, issued by a financial institution satisfactory to the Required Lenders in an amount sufficient to cover such Account and in form and substance satisfactory to the Required Lenders and without right of setoff or (B) the Agent in its reasonable discretion has approved in writing such Account Debtorany department, agency, public corporation or other instrumentality thereof; (vi) Prebilled Accounts and other Accounts arising any Account which is created from the rental or lease of any Inventory not owned by Borrower; (vii) any Account with respect to goods which have not or services whose delivery or performance has been shipped and delivered to and accepted as satisfactory rejected by the Account Debtor or arising with respect to services which have not whose earlier acceptance has been fully performed and accepted as satisfactory by the Account Debtor; (vii) Accounts for which the prospect of payment in full or performance of services in a timely manner by any Borrower or third party service provider is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretionrevoked; (viii) Accounts any Account arising from the delivery of goods for which are an invoice has not invoiced (and dated as been sent to the Account Debtor within 10 days after such delivery or any Account arising from the performance of the date of such invoice) and services for which an invoice has not been 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 Debtorsuch performance; (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 owing by an Account Debtor that is the subject of a bankruptcy or a similar insolvency proceeding or proceeding, has made an assignment for the benefit of creditors creditors, has acknowledged that it is unable to pay its debts as they mature, or whose assets have been conveyed transferred to a receiver or trustee, or who has ceased business as a going concern; (xix) Accounts any Account with respect to which the Account Debtor's ’s obligation to pay the Account is conditional upon the Account Debtor's ’s approval or is otherwise subject to any repurchase obligation or credit or offset return right, as with services performed sales made on a guaranteed servicexxxx-and-hold, serviceguarantied sale, sale-orand-return, demonstration, service performed sale on approval (except with respect to Accounts in connection with which Account Debtors are entitled to return Inventory solely on the basis of the quality of such Inventory) or consignment basis, provided, however, that xxxx-and-hold Accounts shall be considered eligible (subject to all other terms by reason eligibility criteria contained herein) for that portion of the related Accounts which have been performed, earned and invoiced and for which title to the Inventory has passed to the Account Debtor, and which the payment by the applicable Account Debtor is unconditionally obligated to pay without offset, defense or may be conditional counterclaim under the terms of the specific customer agreements, subject to the Administrative Agent’s review and satisfaction with the underlying contract and/or purchase order associated therewith and as specifically agreed to in writing by the Administrative Agent, (xi) any Account owing by an Account Debtor that has disputed liability or consignment basismade any claim with respect to any other Account due from such Account Debtor, or that has any right of set-off against such Account, or to which Borrower is indebted in any way, but only to the extent of such indebtedness, set-off, dispute or claim; (xii) Accounts any Account subject to a chargeback from a volume discount or an advertising discount, but only to the extent that of such chargeback or discount; (xiii) [Intentionally Omitted]; (xiv) any Account of an Account Debtor with respect to particular goods still in the possession of the creditor on the Account Debtor's indebtedness to the Borrowers exceeds a credit limit determined by the Agent or included in the Agent's discretion following prior written notice Inventory of such credit limit from creditor and against which the Agent Account Debtor has filed a financing statement under the UCC or has obtained or purported to the Borrower Representativehave obtained a Security Interest; (xiii Accounts xv) any Account with respect to which the delivery of goods or performance of services is bonded in favor of Borrower; (xvi) any Account as to which Administrative Agent does not have the right or ability to obtain direct payment to Administrative Agent; (xvii) any Account with respect to which any disclosure of the covenants and agreements contained in any of the Loan Documents or any of the Representations and Warranties are not or have ceased to be complete and correct or have been breached and not cured within any applicable grace period under this Agreement; (xviii) any Account which is required evidenced by a promissory note or other instrument or by chattel paper or which has been reduced to judgment; (xix) any Account which arises out of a sale or lease not made in the ordinary course of Borrower’s business; (xx) any Account for which payment terms greater than net 45 days from the date of invoice are provided or permitted; (xxi) Accounts arising from payment made by credit card, debit card, or similar instrument; (xxii) any Account owing from any supplier or Vendor of any Borrower, including, without limitation under or in connection with any rebate, subsidy, incentive or similar program, (xxiii) any Account owing to any Person other than Borrower, (xxiv) any Account arising from the leasing of Inventory, (xxv) with regards to any Accounts arising from the provision of services, any such Accounts which are invoiced prior to the performance of the applicable services provided, however, that deferred revenue xxxxxxxx and progress xxxxxxxx shall be considered eligible (subject to all other eligibility criteria contained herein) for that portion of the related Accounts which have been performed, earned and invoiced and which the applicable Account Debtor is unconditionally obligated to pay without offset, defense or counterclaim under the terms of the specific customer agreements, subject to the Administrative Agent’s review and satisfaction with the underlying contract and/or purchase order associated therewith and as specifically agreed to in writing by the Administrative Agent, (xxvi) any Account as to which the perfection of Administrative Agent’s Security Interest is governed by any federal, state or local statutory requirements other than those of the UCC or the Claims Act; (xxvii) subject to all other eligibility criteria, if Administrative Agent requests filings and acknowledgements in accordance with SUBSECTION 3.3; (xiv) contra Accounts the Claims Act and any other steps necessary to the extent of the amount of the accounts payable owed by the Borrowers perfect Administrative Agent’s Security Interest to the be complied with to Administrative Agent’s satisfaction with respect to any Account Debtor; (xv) Accounts with respect to which the Account Debtor is located in the United States of America or any state denying creditors access to its courts in the absence of a Notice of Business Activities Report or any department, agency, public corporation or other similar filing unless instrumentality thereof, and such Borrower has either qualified does not promptly upon such request begin the process to obtain such filings and acknowledgements or such filings and acknowledgments are not obtained within 120 days (or such longer period of time as a foreign corporation authorized to transact business in Administrative Agent may consent to) of 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 yearrequest; (xvixxviii) Accounts evidenced by Chattel Paper any Account as to which Administrative Agent has determined in its reasonable discretion that the prospect of payment or any Instrument of any kind, to the extent possession of such Chattel Paper collection on a timely basis is impaired or Instrument is not granted to the Agent, for the benefit of the Lenders; (xvii) Accounts which the that Administrative Agent determines otherwise deems in good faith its reasonable discretion to be unacceptable; (xviii) the amount of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base or twenty percent (20%) of the combined total Borrowing Base; and (xix) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtors, such percentage to be subject to adjustment from time to time. In the event that a previously scheduled Eligible Account ceases to be an Eligible Account under the above described criteria (other than any determination made by the Agent), the Borrower Representative shall notify the Agent thereof as soon as practicableuncreditworthy.

Eligible Accounts. Eligible Accounts" shall mean include all of Borrowers' Accounts of each of the Borrowers other than the following, unless approved in writing by Administrative Agent in each case: (i) Accounts which remain unpaid as of ninety (90) days after the date of the original invoice any Account with respect theretoto which Administrative Agent does not have a valid and enforceable, perfected first priority Security Interest; (ii) all Accounts owing by any Account which remains unpaid as of 90 days after the original date of the applicable invoice, including, without limitation any Lease-in-Process Inventory; (iii) any Account of a single Account Debtor, including a currently scheduled Account, Debtor if fifty percent (50%) % or more of the balance owing by balances due on all Accounts of such Account Debtor is are ineligible by reason of the criterion set forth in this SUBSECTION 3.2, except CLAUSES under clause (XIIi) and or (XVIIIii); (iii) Accounts with respect to which the Account Debtor is an Affiliate of any Borrower or a director, officer or employee of any Borrower or its Affiliates; (iv) Accounts any Account with respect to which the Account Debtor is a Governmental Authority Borrower, a Subsidiary or prime contractor an Affiliate thereof unless such or an employee or officer of Borrower has complied in a manner satisfactory to the Agent with the Federal Assignment of Claims Act of 1940, as amended, or similar law any Subsidiary or statute of the relevant state, province, municipality or other jurisdiction and any amendments thereto, relative to the assignment of such AccountsAffiliate thereof; (v) Accounts any Account with respect to which the Account Debtor is does not a resident of maintain its chief executive office within the United States unless the and any Account is payable in United States dollars and (A) the Account Debtor has supplied such Borrower with an irrevocable letter of credit, issued by a financial institution satisfactory to the Required Lenders in an amount sufficient to cover such Account and in form and substance satisfactory to the 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 and other Accounts arising with respect to goods 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 of services in a timely manner by any Borrower or third party service provider is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretion; (viii) Accounts which are 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 government of any foreign country or any municipality or other political subdivision thereof, 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 owned by Borrower; (vii) any Account with respect to goods or services whose delivery or performance has been rejected by the Account Debtor or whose earlier acceptance has been revoked; (viii) any Account arising from the delivery of goods or performance of services for which an invoice has not been sent to the Account Debtor within ten days after such delivery or performance; (ix) any Account owing by an Account Debtor that is the subject of a bankruptcy or a similar insolvency proceeding or proceeding, has made an assignment for the benefit of creditors creditors, has acknowledged that it is unable to pay its debts as they mature, or whose assets have been conveyed transferred to a receiver or trustee, or who has ceased business as a going concern; (xix) Accounts except Lease-in-Process Inventory, any Account 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 credit or offset return right, as with services performed sales made on a guaranteed servicebill-and-hold, serviceguarantied xxxe, sale-orand-return, demonstration, service performed sale on approval or other terms by reason of which the payment by the Account Debtor is or may be conditional or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers exceeds a credit limit determined by the Agent in the 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 amount of the accounts payable owed by the Borrowers to the Account Debtor; (xv) Accounts with respect to which the Account Debtor 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 Borrower 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, to the extent possession of such Chattel Paper or Instrument is not granted to the Agent, for the benefit of the Lenders; (xvii) Accounts which the Agent determines in good faith to be unacceptable; (xviii) the amount of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base or twenty percent (20%) of the combined total Borrowing Base; and (xix) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtors, such percentage to be subject to adjustment from time to time. In the event that a previously scheduled Eligible Account ceases to be an Eligible Account under the above described criteria (other than any determination made by the Agent), the Borrower Representative shall notify the Agent thereof as soon as practicable.approval

Eligible Accounts. FBS Ag Credit shall have the right, in the ----------------- exercise of FBS Ag Credit's reasonable discretion, to determine whether Accounts are eligible for inclusion in the Borrowing Base at any particular time (such eligible accounts being referred to as "Eligible Accounts" "). Without limiting FBS Ag Credit's right to determine that Accounts do not constitute Eligible Accounts, the following Accounts shall mean not be Eligible Accounts: (a) all Accounts of each of the Borrowers other than the following: which are at that time unpaid for a period exceeding sixty (i) Accounts which remain unpaid as of ninety (9060) days after the original invoice date of the original invoice with respect related thereto; (iib) all Accounts owing by a single Account Debtor, including a currently scheduled Account, if fifty percent (50%) or more of the balance owing by such an Account Debtor is ineligible by reason of the criterion set forth in this SUBSECTION 3.2, except CLAUSES (XII) and (XVIII); (iii) Accounts with respect to which the Account Debtor is an Affiliate of any Borrower or a director, officer or employee of any Borrower or its Affiliates; (iv) Accounts with respect to which the Account Debtor is a Governmental Authority or prime contractor thereof unless such Borrower has complied in a manner satisfactory to the Agent with the Federal Assignment of Claims Act of 1940, as amended, or similar law or statute of the relevant state, province, municipality or other jurisdiction and any amendments thereto, relative to the assignment 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 Borrower with an irrevocable letter of credit, issued by a financial institution satisfactory to the Required Lenders in an amount sufficient to cover such Account and in form and substance satisfactory to the 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 and other Accounts arising with respect to goods 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 of services in a timely manner by any Borrower or third party service provider is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretion; (viii) Accounts which are 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 credit or offset right, as with services performed on a guaranteed service, service-or-return, demonstration, service performed on approval or other terms by reason of which the payment by the Account Debtor is or may be conditional or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers exceeds a credit limit determined by the Agent in the 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 amount of the accounts payable owed by the Borrowers to the Account Debtor; (xv) Accounts with respect to which the Account Debtor 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 Borrower 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, to the extent possession of such Chattel Paper or Instrument is not granted to the Agent, for the benefit of the Lenders; (xvii) Accounts which the Agent determines in good faith to be unacceptable; (xviii) the amount of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base or if more than twenty percent (20%) of the combined total Borrowing BaseAccounts owing by such Account Debtor are at that time unpaid for a period exceeding sixty (60) days after the invoice due date of the original invoice related thereto; (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 Account Debtors; (d) Accounts which arise out of transactions with Affiliates; (e) Accounts of an Account Debtor that are located outside the United States, unless such Accounts are covered by a letter of credit issued or confirmed by a bank acceptable to FBS Ag Credit; (f) Accounts which are or may be subject to rights of setoff or counterclaim by the Account Debtor; and (xixg) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such BorrowerAccounts which in FBS Ag Credit's lag in the processing and issuing of credit memos to Account Debtors, such percentage to opinion may be subject to adjustment from time to timeliens or conflicting claims of ownership, whether such liens or conflicting claims are asserted or could be asserted by any Person. In the event that a Accounts previously scheduled Eligible Account ceases included in the Borrowing Base cease to be Eligible Accounts, Borrower shall promptly pay to FBS Ag Credit an Eligible Account under amount sufficient to ensure that the above described criteria (Liabilities, other than any determination made the Liabilities evidenced by the Agent)Line of Credit Note, shall at no time exceed the Borrower Representative shall notify the Agent thereof as soon as practicablethen current Borrowing Base.

Eligible Accounts. Eligible AccountsThe term "ELIGIBLE ACCOUNTS" means those ACCOUNTS which are acceptable to the LENDER. The criteria for eligibility may be fixed and revised from time to time by the LENDER in its discretion. An ACCOUNT in no event shall mean all Accounts be deemed eligible unless: (a) the ACCOUNT arises from goods sold or leased or from services performed in the ordinary course of each business of the Borrowers BORROWER; (b) the delivery of the goods or the performance of the services (other than installation of goods sold or leased) has been completed except to the following: extent the LENDER specifically agrees to make certain progress xxxxxxxx eligible; (ic) Accounts no return, rejection, or repossession has occurred; (d) the goods delivered or the services performed have been finally and unconditionally accepted by the ACCOUNT DEBTOR without dispute, objection, complaint, offset, defense, counterclaim, adjustment or allowance; (e) the ACCOUNT DEBTOR'S obligation to pay the ACCOUNT is not subject to any repurchase obligation or return right, as with sales made on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval (except with respect to ACCOUNTS in connection with which remain unpaid as ACCOUNT DEBTORS are entitled to return INVENTORY solely on the basis of the quality of such INVENTORY) or consignment basis; (f) no more than ninety (90) days after have elapsed from the date billing or invoice date; (g) no prior, contemporaneous, or subsequent assignment, claim, lien, or security interest, other than that of the original invoice LENDER, applies to the ACCOUNT; (h) no bankruptcy or insolvency proceedings or payment moratoriums of any kind apply to the ACCOUNT; (i) the ACCOUNT DEBTOR is not, in the LENDER'S sole opinion, unlikely to pay because of death, incompetency, disappearance, potential bankruptcy, insolvency, damage to or disposition of the goods, default, or any other reason whatsoever; (j) the LENDER has not, by notice to the BORROWER, in the LENDER'S sole discretion, deemed the ACCOUNT unsatisfactory for any reason; (k) no bonding company or surety asserts or has the ability to assert any claim based upon the legal doctrine of equitable subrogation, or under any other right to claim a lien into or right to payment of the ACCOUNT; (l) the ACCOUNT does not arise from or pertain to any transaction with any AFFILIATE or employee; (m) the ACCOUNT is not payable from any ACCOUNT DEBTOR located outside of the geographic boundaries of the United States of America (unless such ACCOUNT is fully secured by a letter of credit or credit insurance acceptable to the LENDER); (n) the BORROWER is legally empowered to collect the ACCOUNT against the ACCOUNT DEBTOR in the jurisdiction in which the ACCOUNT DEBTOR is located; (o) the ACCOUNT is not payable by an ACCOUNT DEBTOR with respect thereto; (ii) all Accounts owing by a single Account Debtor, including a currently scheduled Account, if to which more than fifty percent (50%) or more of the balance owing by such Account Debtor is ineligible by reason dollar amount of that ACCOUNT DEBTOR'S RECEIVABLES to the criterion set forth in this SUBSECTION 3.2, except CLAUSES BORROWER are more than ninety (XII90) and (XVIII)days from the date of invoice; (iiip) Accounts the ACCOUNT does not arise from any contract with respect to which the Account Debtor is an Affiliate of any Borrower federal, state, local or a director, officer or employee of any Borrower or its Affiliates; (iv) Accounts with respect to which the Account Debtor is a Governmental Authority or prime contractor thereof foreign government unless such Borrower governmental authority is the United States of America or an agency or representative thereof and either the LENDER has complied in a manner satisfactory obtained full compliance to its complete satisfaction with all provisions necessary to protect the Agent with the Federal LENDER'S interests under The Assignment of Claims Act of 1940, as amended, and all regulations promulgated thereunder, and all other applicable federal procurement laws and regulations; or similar law or statute the payments under the contract giving rise to such ACCOUNT cannot be assigned under The Assignment of Claims Act; and (q) the LENDER has a perfected first priority security interest therein. An ACCOUNT which otherwise satisfies the LENDER'S criteria for eligibility shall also be subject to the following eligibility limitations: (i) if the ACCOUNT is payable by an ACCOUNT DEBTOR to whom the BORROWER owes money, only the portion of the relevant state, province, municipality ACCOUNT in excess of the amount owed by any or other jurisdiction and any amendments thereto, relative the BORROWER to the assignment of such AccountsACCOUNT DEBTOR may be eligible; (vii) 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 Borrower with an irrevocable letter of credit, issued by a financial institution satisfactory to the Required Lenders in an amount sufficient to cover such Account and in form and substance satisfactory to the 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 and other Accounts arising with respect to goods 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 of services in a timely manner by any Borrower or third party service provider is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretion; (viii) Accounts which are 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 credit or offset right, as with services performed on a guaranteed service, service-or-return, demonstration, service performed on approval or other terms by reason of which the payment by the Account Debtor is or may be conditional or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness ACCOUNT contains finance charges, such finance charges shall not be eligible; and (iii) if the BORROWER has unearned income in regard to the Borrowers exceeds an ACCOUNT DEBTOR or has received a credit limit determined by the Agent in the Agent's discretion following prior written notice of such credit limit deposit 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 an ACCOUNT DEBTOR the amount of the accounts payable ELIGIBLE ACCOUNTS owed from such ACCOUNT DEBTOR shall be reduced by the Borrowers to the Account Debtor; (xv) Accounts with respect to which the Account Debtor 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 Borrower 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, to the extent possession of such Chattel Paper or Instrument is not granted to the Agent, for the benefit of the Lenders; (xvii) Accounts which the Agent determines in good faith to be unacceptable; (xviii) the amount of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base such unearned income or twenty percent (20%) of the combined total Borrowing Base; and (xix) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtors, such percentage to be subject to adjustment from time to timedeposit. In determining the event that a previously scheduled Eligible Account ceases aggregate amount of ACCOUNTS owed by an ACCOUNT DEBTOR which are ineligible due to be an Eligible Account under being more than ninety (90) days from the above described criteria billing date credit balances in excess of ninety (other than any determination made by the Agent), the Borrower Representative 90) days shall notify the Agent thereof as soon as practicablenot reduce such aggregate amount of ineligible ACCOUNTS.

Eligible Accounts. Eligible Accounts" The term “ELIGIBLE ACCOUNTS” means those ACCOUNTS which are acceptable to the LENDER. The criteria for eligibility may be fixed and revised from time to time by the LENDER in its discretion. An ACCOUNT in no event shall mean be deemed eligible unless: (a) the ACCOUNT arises from goods sold or leased or from services performed in the ordinary course of business of any or all Accounts of each of the Borrowers other BORROWERS; (b) the delivery of the goods or the performance of the services has been completed; (c) no return, rejection, or repossession has occurred; (d) the goods delivered or the services performed have been finally and unconditionally accepted by the ACCOUNT DEBTOR without dispute, objection, complaint, offset, defense, counterclaim, adjustment or allowance; (e) the ACCOUNT DEBTOR’S obligation to pay the ACCOUNT is not subject to any repurchase obligation or return right, as with sales made on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval (except with respect to ACCOUNTS in connection with which ACCOUNT DEBTORS are entitled to return INVENTORY solely on the basis of the quality of such INVENTORY) or consignment basis; (f) no more than the following: (i) Accounts which remain unpaid as of ninety (90) days after have elapsed from the billing or invoice date and no more than sixty (60) days have elapsed from the due date; (g) no prior, contemporaneous, or subsequent assignment, claim, lien, or security interest, other than that of the original invoice with respect theretoLENDER, applies to the ACCOUNT; (iih) no bankruptcy or insolvency proceedings or payment moratoriums of any kind apply to the ACCOUNT; (i) the ACCOUNT DEBTOR is not, in the LENDER’S sole opinion, unlikely to pay because of death, incompetency, disappearance, potential bankruptcy, insolvency, damage to or disposition of the goods, default, or any other reason whatsoever; (j) the LENDER has not, by notice to any or all Accounts owing of the BORROWERS, in the LENDER’S sole discretion, deemed the ACCOUNT unsatisfactory for any reason; (k) no bonding company or surety asserts or has the ability to assert any claim based upon the legal doctrine of equitable subrogation, or under any other right to claim a lien into or right to payment of the ACCOUNT; (1) the ACCOUNT does not arise from or pertain to any transaction with any AFFILIATE; (m) the ACCOUNT is not payable from any ACCOUNT DEBTOR located outside of the geographic boundaries of the United States of America (unless such ACCOUNT is fully secured by a single Account Debtor, including a currently scheduled Account, if fifty percent (50%) letter of credit or more of credit insurance acceptable to the balance owing by such Account Debtor is ineligible by reason of the criterion set forth in this SUBSECTION 3.2, except CLAUSES (XII) and (XVIIILENDER); (iiin) Accounts the BORROWER is legally empowered to collect the ACCOUNT against the ACCOUNT DEBTOR in the jurisdiction in which the ACCOUNT DEBTOR is located; (o) the ACCOUNT is not payable by an ACCOUNT DEBTOR with respect to which more than forty percent (40%) of the Account Debtor is an Affiliate dollar amount of that ACCOUNT DEBTOR’S RECEIVABLES to any Borrower or a director, officer all of the BORROWERS are more than ninety (90) days due from the date of invoice or employee of any Borrower or its Affiliatesmore than sixty (60) days due from the due date; (ivp) Accounts the ACCOUNT does not arise from any contract or agreement with respect to which the Account Debtor is a Governmental Authority any federal, state, local or prime contractor thereof foreign government unless such Borrower governmental authority is the United States of America or an agency or representative thereof and the LENDER has complied in a manner satisfactory obtained full compliance to its complete satisfaction with all provisions necessary to protect the Agent with the Federal LENDER’S interests under The Assignment of Claims Act of 1940, as amended, and all regulations promulgated thereunder, and all other applicable federal procurement laws and regulations; and (q) the LENDER has a perfected first priority security interest therein. An ACCOUNT which otherwise satisfies the LENDER’S criteria for eligibility shall also be subject to the following eligibility limitations: (i) if the ACCOUNT is payable by an ACCOUNT DEBTOR to whom any or similar law or statute all of the relevant stateBORROWERS owes money, province, municipality only the portion of the ACCOUNT in excess of the amount owed by any or other jurisdiction and any amendments thereto, relative all of the BORROWERS to the assignment of such AccountsACCOUNT DEBTOR may be eligible; (vii) Accounts with respect to which if the Account Debtor ACCOUNT is not a resident due from an ACCOUNT DEBTOR whose ACCOUNTS in the aggregate constitute in excess of ten percent (10%) of all of the United States unless ACCOUNTS of any or all of the Account is payable in United States dollars BORROWERS, only the portion of the aggregate amount of the ACCOUNTS from that ACCOUNT DEBTOR which does not exceed ten percent (10%) of all of the ACCOUNTS of any or all of the BORROWERS may be eligible; and (Aiii) the Account Debtor has supplied such Borrower with an irrevocable letter of credit, issued by a financial institution satisfactory to the Required Lenders in an amount sufficient to cover such Account and in form and substance satisfactory to the 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 and other Accounts arising with respect to goods 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 of services in a timely manner by any Borrower or third party service provider is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretion; (viii) Accounts which are 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 credit or offset right, as with services performed on a guaranteed service, service-or-return, demonstration, service performed on approval or other terms by reason of which the payment by the Account Debtor is or may be conditional or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers exceeds a credit limit determined by the Agent in the 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 amount of the accounts payable owed by the Borrowers to the Account Debtor; (xv) Accounts with respect to which the Account Debtor is located in any state denying creditors access to its courts in the absence of a Notice of Business Activities Report ACCOUNT contains finance charges, delivery charges or other similar filing unless such Borrower 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, to the extent possession of such Chattel Paper or Instrument is not granted to the Agent, for the benefit of the Lenders; (xvii) Accounts which the Agent determines in good faith to be unacceptable; (xviii) the amount of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base or twenty percent (20%) of the combined total Borrowing Base; and (xix) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtorssales taxes, such percentage to finance charges, delivery charges or sales taxes shall not be subject to adjustment from time to time. In the event that a previously scheduled Eligible Account ceases to be an Eligible Account under the above described criteria (other than any determination made by the Agent), the Borrower Representative shall notify the Agent thereof as soon as practicableeligible.

Eligible Accounts. Eligible Accounts" shall mean all Accounts of each of the Borrowers other than the following: (i) except as provided in SUBSECTION 3.2(VI), Accounts which remain unpaid as of ninety (90) days after the date of the original invoice with respect thereto; (ii) all Accounts owing by 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 in clause (i) of this SUBSECTION subsection 3.2, except CLAUSES (XII) and (XVIII); (iii) Accounts with respect to which the Account Debtor is an Affiliate of any Borrower or a director, officer or employee of any Borrower or its Affiliates; (iv) Accounts with respect to which the Account Debtor is a Governmental Authority or prime contractor thereof unless such Borrower has complied in a manner satisfactory to the Agent with the Federal Assignment of Claims Act of 1940, as amended, or similar law or statute of the relevant state, province, municipality or other jurisdiction and any amendments thereto, relative to the assignment 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 Borrower with an irrevocable letter of credit, issued by a financial institution satisfactory to the Required Lenders in an amount sufficient to cover such Account and in form and substance satisfactory to the 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 and other Accounts arising with respect to goods 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 of services in a timely manner by any Borrower or third party service provider 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 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 credit or offset return right, as with services performed sales made on a guaranteed servicesale, servicesale-or-return, demonstration, service performed sale on approval or other terms by reason of which the payment by the Account Debtor is or may be conditional (except with respect to Accounts in connection with which Account Debtors are entitled to return Inventory solely on the basis of the quality of such Inventory) or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers exceeds a credit limit determined by the Agent in the Agent's discretion following prior written notice of such credit limit from the Agent to the Borrower Representative; (xiii xiii) Accounts with respect to which any disclosure is required in accordance with SUBSECTION 3.3; (xiv) contra Accounts to the extent of the amount of the accounts payable owed by the Borrowers to the Account Debtor; (xv) Accounts with respect to which the Account Debtor 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 Borrower 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, to the extent possession of such Chattel Paper or Instrument is not granted to the Agent, for the benefit of the Lenders; and (xvii) Accounts which the Agent determines in good faith to be unacceptable; (xviii) the amount of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base or twenty percent (20%) of the combined total Borrowing Base; and (xix) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtors, such percentage to be subject to adjustment from time to time. In the event that a previously scheduled Eligible Account ceases to be an Eligible Account under the above described criteria (other than any determination made by the Agent), the Borrower Representative shall notify the Agent thereof as soon as practicable.

Eligible Accounts. Eligible Accounts" shall mean all All Accounts of each Borrower meeting all of the Borrowers other than the followingfollowing specifications: (i) Accounts which remain unpaid as the Account is lawfully and exclusively owned by Borrower and subject to no Lien (other than Permitted Liens, if applicable, and Liens granted under this Agreement) and Borrower has the right of assignment thereof and the power to grant a security interest therein; (ii) the Account is valid and enforceable representing the undisputed indebtedness of an Account Debtor not more than ninety (90) days after the date of past the original invoice with respect thereto; (ii) all Accounts owing by date and does not represent 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 in this SUBSECTION 3.2, except CLAUSES (XII) and (XVIII)rebilling; (iii) not more than 50% of the aggregate balance of all Accounts with respect to which owing from an Account Debtor obligated on the Account Debtor is an Affiliate of any Borrower or a director, officer or employee of any Borrower or its Affiliatesare outstanding more than ninety (90) days past their original invoice dates (excluding Accounts arising under Prime Government Contracts); (iv) Accounts with respect to which the Account Debtor is a Governmental Authority or prime contractor thereof unless such Borrower has complied in a manner satisfactory not subject to the Agent with the Federal Assignment of Claims Act of 1940any asserted defense, as amendedset-off, or similar law counterclaim, deduction, discount, credit, chargeback, freight claim, allowance or statute adjustment of the relevant state, province, municipality or other jurisdiction and any amendments thereto, relative to the assignment of such Accountskind; (v) Accounts with respect the Account is net of any portion thereof attributable to the sale of goods that have been returned, rejected, lost or damaged; (vi) if the Account arises from the sale of goods by Borrower, such sale was an absolute sale and not on consignment or on approval or on a sale-or-return basis nor subject to any other repurchase or return agreement, and such goods have been shipped to the Account Debtor or its designee; (vii) if the Account arises from the performance of services, such services have actually been performed; (viii) the Account arose in the ordinary course of Borrower’s business; (ix) no notice of the bankruptcy, receivership, reorganization, liquidation, dissolution, or insolvency of the Account Debtor has been received by Lender or Borrower; (x) the Account is an Account for which Xxxxxx believes that the validity, enforceability or collection of the Account is not invalid or otherwise impaired; (xi) the Account Debtor is not a resident Subsidiary or Affiliate of any Borrower; (xii) the United States sale does not represent a sale pursuant to a Prime Government Contract unless Borrower has complied, for the benefit of Lender, with the Assignment of Claims Act if required hereunder or requested by Xxxxxx; (xiii) the Account is payable in United States dollars and (A) the not an Account of an Account Debtor has supplied having its principal place of business or executive office outside the United States, unless the payment of such Borrower with Account is guaranteed by an irrevocable letter of credit, issued by a financial institution credit or credit insurance in each case reasonably satisfactory to the Required Lenders in an amount sufficient to cover such Account and in form and substance satisfactory to the Required Lenders and without right of setoff or Lender; (Bxiv) the Agent in its reasonable discretion has approved in writing such Account Debtor; (vi) Prebilled Accounts and other Accounts arising with respect to goods which have is not been shipped and delivered to and accepted as satisfactory by the an 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 of services in a timely manner by any Borrower or third party service provider is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretion; (viii) Accounts which are 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 obligated to Borrower under any Instrument; (xv) the subject transaction which gave rise to the Account complies in all material respects ​ with all applicable laws, rules and regulations of bankruptcy any Governmental Authority; and (xvi) the Account meets such other reasonable specifications and requirements which may from time to time be established by Lender. Eligible Accounts shall not include At-Risk Work, cost overruns, progress payments, costs incurred in excess of approved or allowed billing rates, rebillings or retainages, Accounts arising out of a similar insolvency proceeding contract under which the performance of Borrower is guaranteed by a surety bond, any account receivable pursuant to which payment of any portion thereof is assigned to or has made an assignment for the benefit of creditors a subcontractor, either directly or whose assets have been conveyed pursuant to a receiver an escrow arrangement, or trustee; (xi) Accounts with respect to which the that portion of an Account Debtor's obligation to pay the representing interest or finance charges for past due balances or debit memos. ​ Eligible Commercial Account is conditional upon the - An Eligible Account Debtor's approval or is otherwise subject to any repurchase obligation or credit or offset right, as with services performed on a guaranteed service, service-or-return, demonstration, service performed on approval or other terms by reason of which the payment by the Account Debtor is or may be conditional or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers exceeds a credit limit determined by the Agent in the 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 amount of the accounts payable owed by the Borrowers to the Account Debtor; (xv) Accounts with respect to which the Account Debtor 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 Borrower 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, to the extent possession of such Chattel Paper or Instrument is not granted to the Agent, for the benefit of the Lenders; (xvii) Accounts which the Agent determines in good faith to be unacceptable; (xviii) the amount of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base or twenty percent (20%) of the combined total Borrowing Base; and (xix) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtors, such percentage to be subject to adjustment from time to time. In the event that a previously scheduled Eligible Account ceases to be an Eligible Account under the above described criteria (other than any determination made by the Agent), the Borrower Representative shall notify the Agent thereof as soon as practicable.Government Account. ​

Eligible Accounts. The term "Eligible Accounts" shall mean all Accounts of each means the portion of the Borrowers Borrower's accounts that the Bank determines from time to time, based on credit policies, market conditions, the Borrower's business and other than criteria, is eligible for use in calculating the followingBorrowing Base. Without limiting the Bank's right to determine which accounts are Eligible Accounts, no account will be an Eligible Account in calculating the Borrowing Base, unless, at a minimum, such account is unconditionally due and owing to the Borrower from a party (the "Account Debtor") that meets the qualifications stated herein, conforms to the warranties regarding the Accounts contained in this Agreement, and meets all the following requirements until it is collected in full: (ia) Accounts which remain unpaid as the account is due and payable (in U.S. dollars), exclusive of ninety (90) days after the date of sales or other taxes, and not more than 90 have elapsed from the original invoice with respect theretotherefor, or if a special dating program has been approved in writing by the Bank, the account is due and payable on a date permitted by the terms of such dating program and is not past-due; (iib) the account arises from the completed performance of a sale of goods and/or related services, does not constitute a progress billing or advance billing, and, if involving a sale of goods, all Accounts owing by a single such goods have been lawfully shipped and invoiced to the Account Debtor, including a currently scheduled Accountand if requested by the Bank, if fifty percent (50%) or more copies of all invoices, together with all shipping documents and delivery receipts evidencing such shipment have been delivered to the balance owing by such Account Debtor is ineligible by reason of the criterion set forth in this SUBSECTION 3.2, except CLAUSES (XII) and (XVIII)Bank; (iiic) Accounts the account does not arise from a contract with respect any government or agency thereof; (d) the account is not subject to which any prior assignment, claim, lien, or security interest, or subject to any levy or setoff; (e) the account is not subject to any credit, contra account, allowance, adjustment, return of goods, or discount (collectively a "Contra"), provided, however, that unless the Account Debtor is an Affiliate has asserted a Contra, if the amount of any Borrower or a directorthe account exceeds the amount of the Contra, officer or employee such excess shall be considered for eligibility if such excess meets all other requirements of any Borrower or its Affiliatesthis Section 2.1; (ivf) Accounts with respect the account does not arise from an Affiliate; (g) the account does not, when added to which all other accounts of the Account Debtor is a Governmental Authority or prime contractor thereof unless such Borrower has complied in a manner satisfactory to the Agent with the Federal Assignment Borrower, produce an aggregate indebtedness from the Account Debtor of Claims Act of 1940, as amended, or similar law or statute more than 20% of the relevant state, province, municipality or other jurisdiction and any amendments thereto, relative to total of all the assignment of such Borrower's Eligible Accounts; (vh) Accounts with respect to which the Account Debtor is not a resident of subject to bankruptcy, receivership or similar proceedings or is not insolvent; (i) the account is not evidenced by any chattel paper, promissory note, payment instrument or written agreement; (j) the account does not arise from an Account Debtor whose mailing address or executive office is located outside the United States or one of the Canadian Provinces other than Quebec unless the Account payment for such account is payable in United States dollars and (A) the Account Debtor has supplied such Borrower with assured by an irrevocable letter of credit, issued such letter of credit is from a financial institution acceptable to the Bank, the same has been assigned to the Bank and the original has been delivered to the Bank or the same has been confirmed by a financial institution satisfactory acceptable to the Required Lenders in an amount sufficient to cover such Account Bank and is in form and substance satisfactory acceptable to the Required Lenders and without right Bank, payable in the full amount of setoff or the account in United States dollars at a place of payment located within the United States; (Bk) the Agent in its reasonable discretion has approved in writing such account does not arise from an Account Debtor to whom goods are shipped on a "cash on delivery" or C.O.D. basis; (l) the account does not arise from an Account Debtor; (vi) Prebilled Accounts and other Accounts arising with respect to goods which have not been shipped and delivered to and accepted as satisfactory by the Account Debtor , having 50% 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 of services in a timely manner by any Borrower or third party service provider is or is likely to become impaired as determined by the Agent in the reasonable exercise more of its discretionaccounts with the Borrower (in dollar value or in number of accounts) not Eligible Accounts pursuant to this Section 2.1; and (viiim) Accounts which are the Bank has not invoiced (and dated as of notified the date of such invoice) and sent to Borrower that the Account Debtor within thirty (30) days after delivery of the underlying goods to account 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 unsatisfactory or unacceptable (although the subject of bankruptcy or a similar insolvency proceeding or has made an assignment for Bank reserves the benefit of creditors or whose assets have been conveyed right 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 do so in its sole discretion at any repurchase obligation or credit or offset right, as with services performed on a guaranteed service, service-or-return, demonstration, service performed on approval or other terms by reason of which the payment by the Account Debtor is or may be conditional or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers exceeds a credit limit determined by the Agent in the 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 amount of the accounts payable owed by the Borrowers to the Account Debtor; (xv) Accounts with respect to which the Account Debtor 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 Borrower 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, to the extent possession of such Chattel Paper or Instrument is not granted to the Agent, for the benefit of the Lenders; (xvii) Accounts which the Agent determines in good faith to be unacceptable; (xviii) the amount of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base or twenty percent (20%) of the combined total Borrowing Base; and (xix) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtors, such percentage to be subject to adjustment from time to time. In the event that a previously scheduled Eligible Account ceases to be an Eligible Account under the above described criteria (other than any determination made by the Agent), the Borrower Representative shall notify the Agent thereof as soon as practicable.

Eligible Accounts. Eligible Accounts" shall mean all All Accounts of each any Borrower meeting all of the Borrowers other than the following----------------- following specifications: (i) Accounts which remain unpaid as the Account is lawfully and exclusively owned by such Borrower and subject to no Lien other than Liens of ninety (90) days after Lender, and such Borrower has the date right of assignment thereof and the original invoice with respect theretopower to grant a security interest therein; (ii) the Account is valid and enforceable representing the indebtedness of an Account Debtor not more than 90 days past the original invoice date; (iii) the Account is not subject to any defense, set-off, counterclaim, dispute, deduction, discount, credit, chargeback, freight claim, allowance or adjustment of any kind; (iv) no part of any goods, the sale or lease of which has given rise to the Account, has been returned, rejected, lost or damaged; (v) if the Account arises from the sale of goods by such Borrower, such sale was an absolute sale and not on consignment or on approval or on a sale-or-return basis or subject to any other repurchase or return agreement, and such goods have been shipped to the Account Debtor or its designee; (vi) if the Account arises from the performance of services, such services have actually been performed; (vii) the Account arose in the ordinary course of such Borrower's business; (viii) no notice of the bankruptcy, receivership, reorganization, liquidation, dissolution, or insolvency of the Account Debtor has been received by Lender or Borrower; (ix) the Account Debtor is not a Subsidiary, Affiliate or employee of any Borrower and does not control any Borrower and is not under the control of or under common control with any Borrower; (x) it is not an Account of an Account Debtor having its principal place of business or executive office outside of the United States unless such Account is guaranteed in full by an irrevocable letter of credit satisfactory to Lender and assigned and delivered to Lender; (xi) the Account does not represent a sale to the government of the United States or any subdivision thereof unless such Borrower has complied, for the benefit of Lender, with the Federal Assignment of Claims Act; (xii) the Account, together with all other Accounts owing by a single from the same Account Debtor, including a currently scheduled Account, if represents no more than fifteen percent (15%) of all of the Accounts of Borrowers; (xiii) not more than fifty percent (50%) or more of the aggregate balance of all Accounts owing by such Account Debtor is ineligible by reason of the criterion set forth in this SUBSECTION 3.2, except CLAUSES (XII) and (XVIII); (iii) Accounts with respect to which from the Account Debtor is an Affiliate of any Borrower or a director, officer or employee of any Borrower or its Affiliatesobligated on the Account are outstanding more than ninety (90) days past their invoice date; (ivxiv) Accounts with respect to which the Account Debtor is a Governmental Authority or prime contractor thereof unless such Borrower has complied in a manner satisfactory to the Agent with the Federal Assignment of Claims Act of 1940, as amended, or similar law or statute of the relevant state, province, municipality or other jurisdiction and any amendments thereto, relative to the assignment 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 lawful money of the United States dollars States; and (Axv) the Account Debtor has supplied meets such Borrower with other specifications and requirements which may from time to time be established by Lender. Eligible Accounts shall not include that portion of an irrevocable letter Account representing interest or late charges for past due balances or debit memos. Lender is willing, however, upon Borrowers' request, to consider including (such consideration to be given in Lender's sole discretion under such guidelines as Lender may apply concerning the validity, enforceability, lien priority, performance, or collectibility of credit, issued by a financial institution satisfactory or other criteria applicable to the Required Lenders in Account) an amount sufficient to cover Account of a foreign Account Debtor as an Eligible Account where such Account and in form and substance satisfactory to would not otherwise meet the Required Lenders and without right requirements of setoff or (B) the Agent in its reasonable discretion has approved in writing such Account Debtor; (vi) Prebilled Accounts and other Accounts arising with respect to goods 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 of services in a timely manner by any Borrower or third party service provider is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretion; (viii) Accounts which are 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; clause (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 credit or offset right, as with services performed on a guaranteed service, service-or-return, demonstration, service performed on approval or other terms by reason of which the payment by the Account Debtor is or may be conditional or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers exceeds a credit limit determined by the Agent in the 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 amount of the accounts payable owed by the Borrowers to the Account Debtor; (xv) Accounts with respect to which the Account Debtor 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 Borrower 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, to the extent possession of such Chattel Paper or Instrument is not granted to the Agent, for the benefit of the Lenders; (xvii) Accounts which the Agent determines in good faith to be unacceptable; (xviii) the amount of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base or twenty percent (20%) of the combined total Borrowing Base; and (xix) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtors, such percentage to be subject to adjustment from time to time. In the event that a previously scheduled Eligible Account ceases to be an Eligible Account under the above described criteria (other than any determination made by the Agent), the Borrower Representative shall notify the Agent thereof as soon as practicableabove.

Eligible Accounts. Eligible Accounts" shall mean all All Accounts of Borrower and each Guarantor meeting all of the Borrowers other than the followingfollowing specifications: (i) Accounts which remain unpaid the Account is lawfully and exclusively owned by Borrower and such Guarantor, as the case may be and subject to no Lien (other than Permitted Liens, if applicable, and Liens granted under this Agreement) and Borrower and such Guarantor has the right of ninety (90) days after assignment thereof and the date of the original invoice with respect theretopower to grant a security interest therein; (ii) all Accounts owing by a single the Account Debtoris valid and enforceable representing the undisputed indebtedness of an Account Debtor not more than 30 days past the due, including a currently scheduled with respect to the Designated Accounts, or 90 days past the original invoice date, with respect to any other Account, if fifty percent (50%) or more of and the balance owing by such Account Debtor is ineligible by reason of the criterion set forth in this SUBSECTION 3.2, except CLAUSES (XII) and (XVIII)does not represent a rebilling; (iii) not more than 25% of the aggregate balance of all Accounts with respect to which owing from an Account Debtor obligated on the Account Debtor is an Affiliate of any Borrower or a director, officer or employee of any Borrower or its Affiliatesare outstanding more than 90 days past their original invoice dates; (iv) Accounts with respect to which the Account Debtor is a Governmental Authority or prime contractor thereof unless such Borrower has complied in a manner satisfactory to the Agent with the Federal Assignment of Claims Act of 1940, as amended, or similar law or statute amount of the relevant stateAccount, province, municipality or when aggregated with all other jurisdiction and any amendments thereto, relative to the assignment Accounts of such AccountsAccount Debtor, is less than 10% of the face value of all Accounts of Borrower and the Guarantors then outstanding; (v) Accounts with respect the Account is not subject to any defense, set-off, or counterclaim, deduction, discount, credit, chargeback, freight claim, allowance or adjustment of any kind; (vi) such sale was an absolute sale and not on consignment or on approval or on a sale-or-return basis nor subject to any other repurchase or return agreement, and such goods have been shipped to the Account Debtor or its designee; (vii) no notice of the bankruptcy, receivership, reorganization, liquidation, dissolution, or insolvency of the Account Debtor has been received by Lender or Borrower or such Guarantor; (viii) the Account is an Account for which Lender believes that the validity, enforceability or collection of the Account is not invalid or otherwise impaired; (ix) the Account Debtor is not a resident Subsidiary or Affiliate of the United States unless Borrower or such Guarantor; (x) the Account is payable in United States dollars and (A) the not an Account of an Account Debtor has supplied having its principal place of business or executive office outside the United States, unless the payment of such Borrower with Account is guaranteed by an irrevocable letter of credit, issued by a financial institution credit satisfactory to Lender or by credit insurance, satisfactory to Lender; and (xi) the Required Lenders in an Account meets such other reasonable specifications and requirements which may from time to time be established by Lender. Notwithstanding anything to the contrary herein, for purposes of determining the aggregate amount sufficient of Eligible Accounts, the value ascribed to cover such Account those Designated Accounts which are otherwise deemed Eligible Accounts shall not exceed five percent (5%) of aggregate Eligible Accounts. Eligible Inventory - Any and all Inventory of Borrower and each Guarantor located at Borrower's places of business shown on Schedule 5.2 attached hereto and made part hereof (and for which location Lender has received a landlord, warehouse or mortgagee waiver as determined by, and in form and substance satisfactory to, Lender), which (i) is not subject to the Required Lenders any Lien (other than Liens granted under this Agreement and without right Permitted Liens, if applicable); (ii) is not slow moving, damaged, obsolete or unmerchantable; (iii) is not Inventory held on consignment; (iv) is not Inventory in-transit unless such Inventory (A) is in transit to one of setoff or Borrower's and such Guarantor’s places of business shown on Schedule 5.2, (B) is owned by Borrower or such Guarantor, as the Agent case may be, (C) is insured to the full value thereof, and (D) is subject to negotiable bills of lading endorsed to, or non-negotiable bills of lading issued in its the name of Lender; and (v) meets such other reasonable discretion specifications and requirements which may from time to time be established by Lender. Notwithstanding anything to the contrary herein, Inventory in-transit to the Borrower from locations outside of the United States of America shall be deemed Eligible Inventory as long as the Borrower has approved in writing taken title to such Account Debtor; (vi) Prebilled Accounts Inventory and other Accounts arising has provided satisfactory evidence thereto to the Lender, such Inventory has been insured to the full value thereof on terms and conditions reasonably satisfactory to the Lender and the Lender has been named loss payee with respect to goods which have not been shipped such insurance. Environmental Laws - Any and delivered all Federal, foreign, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees and any and all common law requirements, rules and bases of liability regulating, relating 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 imposing liability or standards of payment in full or performance of services in a timely manner by any Borrower or third party service provider is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretion; (viii) Accounts which are not invoiced (and dated as conduct concerning pollution, protection of the date environment, or the impact of such invoice) and sent to pollutants, contaminants or toxic or hazardous substances on human health or 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 credit or offset rightenvironment, as with services performed on a guaranteed service, service-or-return, demonstration, service performed on approval or other terms by reason of which the payment by the Account Debtor is now or may at any time hereafter be conditional or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers exceeds a credit limit determined by the Agent in the 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 amount of the accounts payable owed by the Borrowers to the Account Debtor; (xv) Accounts with respect to which the Account Debtor 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 Borrower 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, to the extent possession of such Chattel Paper or Instrument is not granted to the Agent, for the benefit of the Lenders; (xvii) Accounts which the Agent determines in good faith to be unacceptable; (xviii) the amount of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base or twenty percent (20%) of the combined total Borrowing Base; and (xix) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtors, such percentage to be subject to adjustment effect from time to time. In ERISA - The Employee Retirement Income Security Act of 1974, as the event that a previously scheduled Eligible Account ceases same may be in effect, from time to be an Eligible Account under the above described criteria (other than any determination made by the Agent), the Borrower Representative shall notify the Agent thereof as soon as practicabletime.