Common use of Eligible Accounts Clause in Contracts

Eligible Accounts. All Accounts of any Borrower meeting all of the ----------------- following specifications: (i) the Account is lawfully and exclusively owned by such Borrower and subject to no Lien other than Liens of Lender, and such 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 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 from the same Account Debtor, represents no more than fifteen percent (15%) of all of the Accounts of Borrowers; (xiii) not more than fifty percent (50%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than ninety (90) days past their invoice date; (xiv) the Account is payable in lawful money of the United States; and (xv) the Account meets such other specifications and requirements which may from time to time be established by Lender. Eligible Accounts shall not include that portion of an 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 or other criteria applicable to the Account) an Account of a foreign Account Debtor as an Eligible Account where such Account would not otherwise meet the requirements of clause (x) above.

Eligible Accounts. All Accounts of any Borrower meeting all of the ----------------- following specifications: (i) the Account is lawfully and exclusively owned by such Borrower and subject to no Lien (other than Liens of LenderPermitted Liens, if applicable, and such 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 90 ninety (90) days past the original invoice datedate and does not represent a rebilling; (iii) not more than 50% of the aggregate balance of all Accounts owing from an Account Debtor obligated on the Account are outstanding more than ninety (90) days past their original invoice dates (excluding Accounts arising under Prime Government Contracts); (iv) the Account is not subject to any asserted defense, set-off, or counterclaim, dispute, deduction, discount, credit, chargeback, freight claim, allowance or adjustment of any kind; (ivv) no part the Account is net of any goods, portion thereof attributable to the sale or lease of which has given rise to the Account, has goods that have been returned, rejected, lost or damaged; (vvi) 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 nor subject to any other repurchase or return agreement, and such goods have been shipped to the Account Debtor or its designee; (vivii) if the Account arises from the performance of services, such services have actually been performed; (viiviii) the Account arose in the ordinary course of such Borrower's ’s business; (viiiix) no notice of the bankruptcy, receivership, reorganization, liquidation, dissolution, or insolvency of the Account Debtor has been received by Lender or Borrower; (ixx) 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 Subsidiary, Subsidiary or 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; (xxii) it the 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 not an Account of an Account Debtor having its principal place of business or executive office outside of the United States States, unless the payment of such Account is guaranteed in full by an irrevocable letter of credit or credit insurance in each case reasonably 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 from the same Account Debtor, represents no more than fifteen percent (15%) of all of the Accounts of Borrowers; (xiii) not more than fifty percent (50%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than ninety (90) days past their invoice date; (xiv) the Account is payable not an Account on which the Account Debtor is obligated to Borrower under any Instrument; (xv) the transaction which gave rise to the Account complies in lawful money all material respects ​ with all applicable laws, rules and regulations of the United Statesany Governmental Authority; and (xvxvi) 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 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 for the benefit of a subcontractor, either directly or pursuant to an escrow arrangement, or that portion of an Account representing interest or late finance charges for past due balances or debit memos. Lender ​ Eligible Commercial Account - An Eligible Account that 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 or other criteria applicable to the Account) an Account of a foreign Account Debtor as not an Eligible Account where such Account would not otherwise meet the requirements of clause (x) above.Government Account. ​

Eligible Accounts. All 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 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 Borrower meeting or all of the ----------------- following specifications: BORROWERS; (ib) the Account is lawfully and exclusively owned by such Borrower and subject to no Lien other than Liens delivery of Lender, and such Borrower the goods or the performance of the services has the right of assignment thereof and the power to grant a security interest thereinbeen completed; (iic) no return, rejection, or repossession has occurred; (d) the Account is valid goods delivered or the services performed have been finally and enforceable representing unconditionally accepted by the indebtedness of an Account Debtor not more than 90 days past the original invoice dateACCOUNT DEBTOR without dispute, objection, complaint, offset, defense, counterclaim, adjustment or allowance; (iiie) the Account ACCOUNT DEBTOR’S obligation to pay the ACCOUNT is not subject to any defenserepurchase obligation or return right, setas with sales made on a xxxx-offand-hold, counterclaimguaranteed sale, disputesale-and-return, deduction, discount, credit, chargeback, freight claim, allowance 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 adjustment of any kindconsignment basis; (ivf) 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 from the same Account Debtor, represents no more than fifteen percent (15%) of all of the Accounts of Borrowers; (xiii) not more than fifty percent (50%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than ninety (90) days past their have elapsed from the billing or invoice date and no more than sixty (60) days have elapsed from the due date; (xivg) 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 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 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 in lawful money from any ACCOUNT DEBTOR located outside of the geographic boundaries of the United StatesStates 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 to which more than forty percent (40%) of the dollar amount of that ACCOUNT DEBTOR’S RECEIVABLES to any or all of the BORROWERS are more than ninety (90) days due from the date of invoice or more than sixty (60) days due from the due date; (p) the ACCOUNT does not arise from any contract or agreement with any federal, state, local or foreign government unless such governmental authority is the United States of America or an agency or representative thereof and the LENDER has obtained full compliance to its complete satisfaction with all provisions necessary to protect the 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 (xvq) the Account meets 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 all of the BORROWERS owes money, only the portion of the ACCOUNT in excess of the amount owed by any or all of the BORROWERS to the ACCOUNT DEBTOR may be eligible; (ii) 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 any or all 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 any or all of the BORROWERS may be eligible; and (iii) to the extent the ACCOUNT contains finance charges, delivery charges or sales taxes, such other specifications and requirements which may from time to time be established by Lender. Eligible Accounts finance charges, delivery charges or sales taxes shall not include that portion of an 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 or other criteria applicable to the Account) an Account of a foreign Account Debtor as an Eligible Account where such Account would not otherwise meet the requirements of clause (x) aboveeligible.

Eligible Accounts. All Accounts of any Borrower meeting “Eligible Accounts” include all of Borrowers’ Accounts other than the ----------------- following specificationsfollowing, unless approved in writing by Administrative Agent in each case: (i) the any Account is lawfully with respect to which Administrative Agent does not have a valid and exclusively owned by such Borrower and subject to no Lien other than Liens of Lenderenforceable, and such Borrower has the right of assignment thereof and the power to grant a security interest thereinperfected first priority Security Interest; (ii) 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 if 50% or more of the balances due on all Accounts of such Account Debtor are ineligible under clause (i) or (ii); (iv) any Account with respect to which the Account Debtor is a Borrower, a Subsidiary or an Affiliate thereof or an employee or officer of Borrower or any Subsidiary or Affiliate thereof, provided, however, that the foregoing shall not be applicable to arm’s-length transactions with portfolio companies of the Borrowers’ Major Shareholders; (v) 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 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 for which an invoice has not been sent to the Account Debtor within 10 days after such delivery or any Account arising from the performance of services for which an invoice has not been sent to the Account Debtor within thirty (30) days after such performance; (ix) any Account owing by an Account Debtor that is the subject of a bankruptcy or similar insolvency proceeding, has made an assignment for the benefit of creditors, has acknowledged that it is unable to pay its debts as they mature, or whose assets have been transferred to a receiver or trustee, or who has ceased business as a going concern; (x) any Account with respect to which the Account Debtor’s obligation to pay the Account is valid conditional upon the Account Debtor’s approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a xxxx-and-hold, guarantied 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, provided, however, that xxxx-and-hold Accounts 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 enforceable representing invoiced and for which title to the indebtedness Inventory has passed to the Account Debtor, 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, (xi) any Account owing by an Account Debtor not more than 90 days past the original invoice date; (iii) the Account is not subject that has disputed liability or made any claim with respect to any defenseother 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, counterclaim, dispute, deduction, dispute or claim; (xii) any Account subject to a chargeback from a volume discount or an advertising discount, credit, chargeback, freight claim, allowance but only to the extent of such chargeback or adjustment of any kinddiscount; (ivxiii) no part [Intentionally Omitted]; (xiv) any Account of an Account Debtor with respect to particular goods still in the possession of the creditor on the Account or included in Inventory of such creditor and against which the Account Debtor has filed a financing statement under the UCC or has obtained or purported to have obtained a Security Interest; (xv) any goods, 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 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 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 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 made in the ordinary course of such Borrower's ’s business; (viiixx) no notice 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 bankruptcyapplicable services provided, receivershiphowever, reorganization, liquidation, dissolution, or insolvency 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 has been received 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 Lender the Administrative Agent, (xxvi) any Account as to which the perfection of Administrative Agent’s Security Interest is governed by any federal, state or Borrowerlocal statutory requirements other than those of the UCC or the Claims Act; (ixxxvii) subject to all other eligibility criteria, if Administrative Agent requests filings and acknowledgements in accordance with the Claims Act and any other steps necessary to perfect Administrative Agent’s Security Interest to be complied with to Administrative Agent’s satisfaction with respect to any Account with respect to which 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 of America or any state or any department, agency, public corporation or other instrumentality thereof, and such Account is guaranteed in full by an irrevocable letter Borrower 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 credit satisfactory to Lender and assigned and delivered to Lendertime as Administrative Agent may consent to) of such request; (xixxviii) any Account as to which Administrative Agent has determined in its reasonable discretion that the Account does not represent prospect of payment or collection on a sale to the government of the United States timely basis is impaired 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 from the same Account Debtor, represents no more than fifteen percent (15%) of all of the Accounts of Borrowers; (xiii) not more than fifty percent (50%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than ninety (90) days past their invoice date; (xiv) the Account is payable that Administrative Agent otherwise deems in lawful money of the United States; and (xv) the Account meets such other specifications and requirements which may from time to time be established by Lender. Eligible Accounts shall not include that portion of an 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 its reasonable discretion 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 or other criteria applicable to the Account) an Account of a foreign Account Debtor as an Eligible Account where such Account would not otherwise meet the requirements of clause (x) aboveuncreditworthy.

Eligible Accounts. All Eligible Accounts" shall mean all Accounts of any Borrower meeting all of other than the ----------------- following specificationsfollowing: (i) Accounts which remain unpaid as of ninety (90) days after the Account is lawfully and exclusively owned by such Borrower and subject to no Lien other than Liens date of Lender, and such Borrower has the right of assignment thereof and the power to grant a security interest thereinoriginal 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 Account is valid and enforceable representing the indebtedness of an balance owing by such Account Debtor not more than 90 days past is ineligible by reason of the original invoice datecriterion set forth in clause (i) of this SUBSECTION 3.2; (iii) Accounts with respect to which the Account Debtor is not subject to any defensean Affiliate of the Borrower or a director, set-off, counterclaim, dispute, deduction, discount, credit, chargeback, freight claim, allowance officer or adjustment employee of any kindthe Borrower or its Affiliates; (iv) no part Accounts with respect to which the Account Debtor is the United States of America or any goodsdepartment, agency or instrumentality or prime contractor thereof (other than military commissaries) unless the sale or lease of which Borrower has given rise complied in a manner satisfactory to the AccountAgent with the Federal Assignment of Claims Act of 1940, has been returnedas amended, rejected, lost or damagedrelative to the assignment of such Accounts; (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 Accounts with respect 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) which 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 resident of the United States unless such the Account is guaranteed in full by Debtor has (A) supplied the Borrower with an irrevocable letter of credit credit, issued by a financial institution satisfactory to Lender the Required Lenders, or (B) obtained foreign credit insurance, in each case in an amount sufficient to cover such Account in form and assigned substance satisfactory to the Agent and without right of setoff and the Account is payable in full in United States dollars; (vi) Accounts arising with respect to goods which have not been shipped and delivered to Lenderand accepted as satisfactory by the Account Debtor or arising with respect to services which have not been fully performed and accepted as satisfactory by the Account Debtor; (vii) Accounts for which the prospect of payment in full or performance in a timely manner by the Account Debtor is or is likely to become impaired as determined by the Agent in the 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 five (5) 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 does not represent Debtor's obligation to pay the Account is conditional upon the Account Debtor's approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a guaranteed sale, xxxx-and-hold, sale-or-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; (xii) Accounts to the government extent that the Account Debtor's indebtedness to the 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; (xiii) Accounts with respect to which any disclosure is required in accordance with SUBSECTION 3.3; (xv) contra Accounts to the extent of the United States amount of the accounts payable (including, without limitation, accrued Slotting Fee Payments) owed by the Borrower to the Account Debtor; (xvi) 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 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 state agency in such state for the then current year; (xvii) Accounts evidenced by chattel paper or any subdivision thereof unless instrument of any kind, to the extent possession of such Borrower has compliedchattel paper or instrument is not granted to the Agent, for the benefit of Lender, with the Federal Assignment of Claims ActLenders; (xiixviii) Accounts which are the Account, together with all other Accounts owing from subject of a dispute between the same Borrower and an Account Debtor, represents no more than fifteen percent (15%) of all of the Accounts of Borrowers; (xiii) not more than fifty percent (50%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than ninety (90) days past their invoice date; (xiv) the Account is payable in lawful money of the United States; and (xvxix) Accounts which the Account meets such other specifications and requirements which may from time to time be established by Lender. Eligible Accounts shall not include that portion of an 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 Agent determines in good faith to be given in Lender's sole discretion under such guidelines as Lender may apply concerning unacceptable. In the validity, enforceability, lien priority, performance, or collectibility of or other criteria applicable event that a previously scheduled Eligible Account ceases to the Account) an Account of a foreign Account Debtor as be an Eligible Account where such Account would not otherwise meet under the requirements of clause (x) aboveabove described criteria, the Borrower shall notify the Agent thereof.

Eligible Accounts. All Eligible Accounts" shall mean all Accounts of any Borrower meeting all each of the ----------------- following specificationsBorrowers other than the following: (i) Accounts which remain unpaid as of ninety (90) days after the Account is lawfully and exclusively owned by such Borrower and subject to no Lien other than Liens date of Lender, and such Borrower has the right of assignment thereof and the power to grant a security interest thereinoriginal 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 Account is valid and enforceable representing the indebtedness of an balance owing by such Account Debtor not more than 90 days past is ineligible by reason of the original invoice datecriterion set forth in this SUBSECTION 3.2, except CLAUSES (XII) and (XVIII); (iii) Accounts with respect to which the Account Debtor is not subject to any defense, set-off, counterclaim, dispute, deduction, discount, credit, chargeback, freight claim, allowance or adjustment an Affiliate of any kindBorrower or a director, officer or employee of any Borrower or its Affiliates; (iv) no part of any goods, Accounts with respect to which the sale Account Debtor is a Governmental Authority or lease of which prime contractor thereof unless such Borrower has given rise complied in a manner satisfactory to the AccountAgent with the Federal Assignment of Claims Act of 1940, has been returnedas amended, rejectedor similar law or statute of the relevant state, lost province, municipality or damagedother jurisdiction and any amendments thereto, relative to the assignment of such Accounts; (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 Accounts with respect 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) which 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 resident of the United States unless such the Account is guaranteed payable in full by United States dollars and (A) the Account Debtor has supplied such Borrower with an irrevocable letter of credit credit, issued by a financial institution satisfactory to Lender the Required Lenders in an amount sufficient to cover such Account and assigned 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 Lenderand 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 does not represent 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 sale 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 government 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 United States 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 any subdivision thereof other similar filing unless such Borrower has compliedeither 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 Lender, with the Federal Assignment of Claims ActLenders; (xiixvii) Accounts which the Agent determines in good faith to be unacceptable; (xviii) the Account, together with all other amount of any Accounts owing from the same Account Debtor, represents no more than fifteen that exceed thirty-five percent (1535%) of all of the Accounts of Borrowers; (xiii) not more than fifty any individual Borrowing Base or twenty percent (5020%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than ninety (90) days past their invoice date; (xiv) the Account is payable in lawful money of the United Statescombined total Borrowing Base; and (xvxix) 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 meets Debtors, such other specifications and requirements which may percentage to be subject to adjustment from time to time be established by Lendertime. In the event that a previously scheduled Eligible Accounts shall not include that portion of an 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 ceases 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 or other criteria applicable to the Account) an Account of a foreign Account Debtor as an Eligible Account where such Account would not otherwise meet under the requirements of clause above described criteria (x) aboveother than any determination made by the Agent), the Borrower Representative shall notify the Agent thereof as soon as practicable.

Eligible Accounts. All Accounts of any Borrower meeting To be an Eligible Account, an Account must meet all of the ----------------- following specificationsrequirements 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 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) the Account is lawfully and exclusively owned free of all disputes by such Borrower and subject to no Lien other than Liens of Lender, and such Borrower has the right of assignment thereof and the power to grant a security interest thereinAccount Debtor; (ii) the Account is valid and enforceable representing the indebtedness of an Account Debtor not more than 90 days past the original invoice date; (iiij) the Account is not subject owing by any Person to any defense, set-off, counterclaim, dispute, deduction, discount, credit, chargeback, freight claim, allowance or adjustment of any kindwhich Seller is indebted; (ivk) no part the Account is not owing by an employee, agent, officer, or director of any goods, the sale or lease of which has given rise to the Account, has been returned, rejected, lost or damagedSeller; (vl) if the Account arises from the sale of goods is not owing by such Borrowera parent, such sale was an absolute sale and not on consignment subsidiary, sister company, or on approval other company related to or on a sale-or-return basis or subject to any other repurchase or return agreement, and such goods have been shipped to anyhow affiliated with Seller; (m) the Account Debtor has a credit rating satisfactory to Purchaser and the Account Debtor is located or its designeeauthorized to do business in the United States; (vin) if no proceeding has been commenced or petition filed under any bankruptcy or insolvency law by or against the Account arises from the performance of services, such services have actually been performedDebtor; (viio) no receiver, trustee, or custodian has been appointed for any part of the property of the Account arose in the ordinary course of such Borrower's business; (viii) Debtor, and no notice of the bankruptcy, receivership, reorganization, liquidation, dissolution, or insolvency property 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 Actcreditors; (xiip) neither the AccountAccount nor any invoice, together with all credit application, xxxx, billing memorandum, correspondence, or any other Accounts owing from document evidencing the same Account Debtor, represents no more than fifteen percent (15%) provides for the collection of all any payment in excess of the Accounts of Borrowersmaximum amount allowed by usury or other applicable law; (xiii) not more than fifty percent (50%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than ninety (90) days past their invoice date; (xivq) the Account is payable in lawful money of not beyond the United StatesLate Payment Date; and (xvr) the Account meets is not owing by an Account Debtor with twenty-five percent (25%) or more of Outstanding Purchases past the Late Payment Date; (s) if Outstanding Purchases for an Account Debtor equal or exceed the Concentration Percentage times the Outstanding Purchases for all Account Debtors, then the portion of Purchased Accounts owing by such Account Debtor in excess of such Concentration Percentage are not Eligible Accounts; (t) the Account will be evidenced by one or more legible Invoices having at a minimum and without limitation, (i) Seller’s name, (ii) an Invoice number, (iii) the Invoice Date, (iv) the name and address of the Account Debtor, (v) the amount owing, (vi) the P.O. Box, (vii) a due date for the amount owing, (viii) if applicable, the purchase order or load number, and (ix) such other specifications and requirements which documentation, including, without limitation, the original Invoice, as may from time to time be established required by Lender. Eligible Accounts shall not include that portion of an 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 or other criteria applicable to the Account) an Account of a foreign Account Debtor as an Eligible Account where such Account would not otherwise meet the requirements of clause (x) abovePurchaser.

Eligible Accounts. All Accounts of any Borrower meeting all 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 specificationsAccounts shall not be Eligible Accounts: (ia) 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 “livestock” (as defined in PASA) which are at that time unpaid for a period exceeding seven (7) days after the delivery date of the livestock related thereto; (d) all Accounts other than those described in the preceding clause c, which are at that time unpaid for a period exceeding twenty one days (21) days after the original invoice date of the original invoice related thereto; (e) all Accounts owing by an Account Debtor if more than ten percent (10%) of the Accounts owing by such Account Debtor are at that time unpaid for a period exceeding that permitted by the preceding clause c or clause d, respectively; (c) those Accounts, except Accounts owing from the Account is lawfully and exclusively owned by such Borrower and subject to no Lien other than Liens of LenderDebtors listed on Exhibit 3A, and such 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 indebtedness of an Account Debtor not more than 90 days past Debtor, the original invoice dateaggregate face amount of which is in excess of five percent (5%) of the aggregate face amount of all other Eligible Accounts of all other Account Debtors; (iiid) 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 those Accounts owing 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 department, agency or instrumentality thereof unless such Borrower has complied, for the benefit of Lender, shall have complied with the Federal Assignment of Claims ActAct to the satisfaction of the Agent; (xiie) the Account, together Accounts which arise out of transactions with all other Accounts owing from the same Account Debtor, represents no more than fifteen percent Affiliates; (15%f) of all of the Accounts of Borrowersan Account Debtor that is located outside the United States, unless such Accounts are covered by a letter of credit issued or confirmed by a bank acceptable to the Agent or are covered by foreign credit insurance acceptable to the Agent; (xiiig) not more than fifty percent (50%) Accounts which are or may be subject to rights of the aggregate balance of all Accounts owing from setoff or counterclaim by the Account Debtor obligated on (to the Account are outstanding more than ninety (90) days past their invoice dateextent of the amount of such setoff or counterclaim); (xivh) Accounts in which the Account is payable in lawful money of the United StatesAgent does not, for any reason, have a first priority perfected security interest; and (xvi) Accounts which in the Account meets Agent’s opinion may be subject to liens or conflicting claims of ownership, whether such other specifications and requirements which may from time to time liens or conflicting claims are asserted or could be established asserted by Lender. Eligible Accounts shall not include that portion of an 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 or other criteria applicable to the Account) an Account of a foreign Account Debtor as an Eligible Account where such Account would not otherwise meet the requirements of clause (x) aboveany Person.

Eligible Accounts. All 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 be deemed eligible unless: (a) the ACCOUNT arises from goods sold or leased in the ordinary course of any Borrower meeting all business of either or both of the ----------------- following specifications: BORROWERS; (ib) the Account is lawfully and exclusively owned by such Borrower and subject to no Lien other than Liens delivery of Lender, and such Borrower the goods or the performance of the services has the right of assignment thereof and the power to grant a security interest thereinbeen completed; (iic) no return, rejection, or repossession has occurred; (d) the Account is valid goods delivered or the services performed have been finally and enforceable representing unconditionally accepted by the indebtedness of an Account Debtor not more than 90 days past the original invoice dateACCOUNT DEBTOR without dispute, objection, complaint, offset, defense, counterclaim, adjustment or allowance; (iiie) the Account ACCOUNT DEBTOR'S obligation to pay the ACCOUNT is not subject to any defenserepurchase obligation or return right, setas with sales made on a xxxx-offand-hold, counterclaimguaranteed sale, disputesale-and-return, deduction, discount, credit, chargeback, freight claim, allowance 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 adjustment of any kindconsignment basis; (ivf) 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 from the same Account Debtor, represents no more than fifteen percent (15%) of all of the Accounts of Borrowers; (xiii) not more than fifty percent (50%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than ninety (90) days past their have elapsed from the billing or invoice date and no more than sixty (60) days have elapsed from the due date; (xivg) 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 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 in lawful money from any ACCOUNT DEBTOR located outside of the geographic boundaries of the United StatesStates of America (unless such ACCOUNT is fully secured by a letter of credit or credit insurance acceptable to the LENDER); (o) 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 dollar amount of that ACCOUNT DEBTOR=S RECEIVABLES to either or both of the BORROWERS are more than ninety (90) days due from the date of invoice or more than sixty (60) days due from the due date; (q) the ACCOUNT does not arise from any contract or agreement with any federal, state, local or foreign government unless such governmental authority is the United States of America or an agency or representative thereof and the LENDER has obtained full compliance to its complete satisfaction with all provisions necessary to protect the 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; (r) the LENDER has a perfected first priority security interest therein; (s) the ACCOUNT is not subject to any filed financing statement or other public lien filings by 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 (xvt) the Account meets ACCOUNT does not arise from the sale or lease of any INVENTORY in which any PERSON other than the LENDER claims a security interest or lien, unless such other specifications 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 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 eligible; (ii) 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 requirements which may from time (iii) to time be established by Lender. Eligible Accounts the extent the ACCOUNT contains finance charges, delivery charges or sales taxes, such finance charges, delivery charges or sales taxes shall not include that portion of an 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 or other criteria applicable to the Account) an Account of a foreign Account Debtor as an Eligible Account where such Account would not otherwise meet the requirements of clause (x) aboveeligible.

Eligible Accounts. All Eligible Accounts" shall mean all Accounts of any Borrower meeting all of other than the ----------------- following specificationsfollowing: (i) Accounts for which no due date is specified which remain unpaid as of ninety (90) days after the Account original date of the applicable invoice or, if a due date is lawfully and exclusively owned by such Borrower and subject to specified, which remains unpaid as of thirty (30) days after the due date but in no Lien other event more than Liens one-hundred twenty (120) days following the original date of Lender, and such Borrower has the right of assignment thereof and the power to grant a security interest thereinapplicable invoice; (ii) all Accounts owing by a single Account Debtor, including a currently scheduled Account, if more than 25% of the Account is valid and enforceable representing the indebtedness of an balance owing by such Account Debtor not more than 90 days past is ineligible by reason of the original invoice datecriteria set forth in clause (i) above; (iii) Accounts with respect to which the Account Debtor is not subject to any defensean Affiliate of the Company or a director, set-off, counterclaim, dispute, deduction, discount, credit, chargeback, freight claim, allowance officer or adjustment employee of any kindBorrower or its Affiliates (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) no part Accounts with respect to which the Account Debtor is the United States of America, Canada, or any goodsdepartment, agency or instrumentality thereof unless filings in accordance with the Assignment of Claims Act, the sale Financial Administration Act of Canada, or lease of which has given rise other applicable statutes governing security interests thereon have been completed and filed in a manner satisfactory to the AccountAgent, 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 Accounts with respect 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) which 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 resident of the United States or any subdivision thereof Canada unless (A) the Account Debtor has supplied the applicable Borrower with an irrevocable letter of credit, issued by a financial institution satisfactory to the Agent, sufficient to cover such Borrower Account in form and substance acceptable to the 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; (vi) 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 in a timely manner by the Account Debtor is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretion; (viii) Accounts which are not invoiced (and dated as of the date of such invoice) and sent to the Account Debtor within five (5) 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 does not have a first and valid fully perfected security interest; (x) Accounts with respect to which the Account Debtor is the subject of bankruptcy or a similar insolvency proceeding or has complied, made an assignment for the benefit of Lendercreditors or whose assets have been conveyed to a receiver or trustee; (xi) Accounts with respect to which the Account Debtor's obligation to pay the Account is conditional upon the Account Debtor's approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a bill-xxx-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 Federal Assignment basis of Claims Actthe quality of such Inventory) or consignment basis; (xii) Accounts to the Account, together with all other Accounts owing from extent that the same Account Debtor, represents no more than fifteen percent (15%) of all of 's indebtedness to the Accounts of Borrowersapplicable Borrower exceeds a credit limit determined by the Agent in the Agent's reasonable discretion following reasonable prior written notice to such Borrower; and (xiii) not more Accounts with respect to which any disclosure is required in the applicable Accounts Trial Balance in accordance with subsection 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 fifty ten percent (5010%) of the aggregate balance of all Accounts owing from total amount due under such Account, then such Account shall be excluded only to the Account Debtor obligated on the Account are outstanding more than ninety (90) days past their invoice date; (xiv) the Account is payable in lawful money extent of the United States; and (xv) amount of the setoff, counterclaim or dispute. In the event that a previously scheduled Eligible Account meets such other specifications and requirements which may from time to time be established by Lender. Eligible Accounts shall not include that portion of an 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 ceases 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 or other criteria applicable to the Account) an Account of a foreign Account Debtor as an Eligible Account where such Account would not otherwise meet under the requirements of clause (x) aboveabove described criteria, the Borrowers shall notify the Agent thereof.

Eligible Accounts. All ELIGIBLE ACCOUNTS" shall mean all Accounts of any Borrower meeting all of other than the ----------------- following specificationsfollowing: (i) Accounts which remain unpaid as of the Account is lawfully and exclusively owned by such Borrower and subject earlier to no Lien other than Liens occur of Lender, and such Borrower has ninety (90) days after the right due date specified in the original invoice with respect thereto or one hundred twenty (120) days after the date of assignment thereof and the power to grant a security interest thereinoriginal invoice with respect thereto; (ii) all Accounts owing by a single Account Debtor, including a currently scheduled Account, if twenty-five percent (25%) or more of the Account is valid and enforceable representing the indebtedness of an balance owing by such Account Debtor not more than 90 days past is ineligible by reason of the original invoice datecriterion set forth in clause (i) of this Section 9.1; (iii) Accounts with respect to which the Account Debtor is not subject to an Affiliate of either Borrower or a Guarantor or a director, officer or employee of Borrower, any defense, set-off, counterclaim, dispute, deduction, discount, credit, chargeback, freight claim, allowance Guarantor or adjustment of any kindits Affiliates; (iv) no part Accounts with respect to which the Account Debtor is a Governmental Authority or prime contractor thereof unless Borrower or any Guarantor has complied in a manner satisfactory to 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 goodsamendments thereto, the sale or lease of which has given rise relative to the Account, has been returned, rejected, lost or damagedassignment of such Accounts; (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 Accounts with respect 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) which 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 resident of the United States or any subdivision thereof Canada (other than the provinces of Xxxxxx Xxxxxx Island, Newfoundland and Nova Scotia and the Northwest Territories) unless such Account is payable in United States Dollars and the Account Debtor has supplied Borrower or any Guarantor 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; (vi) 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 in a timely manner by the Account Debtor is or is likely to become impaired as determined by Agent in the 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 five (5) days after delivery of the underlying goods to or performance of the underlying services for the Account Debtor; (ix) Accounts with respect to which Agent, on behalf of the Lenders, does not have a first and valid fully perfected Lien free and clear of any other Lien; (x) Accounts with respect to which the Account Debtor is the subject of bankruptcy or a similar insolvency proceeding or has compliedmade an assignment for the benefit of creditors or whose assets have been conveyed to a receiver or trustee; (xi) Accounts with respect to which the Account Debtor's obligation to pay the Account is conditional upon the Account Debtor's approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a guaranteed sale, xxxx-and-hold, sale-or-return, demonstration, 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 Borrower or any Guarantor exceeds a credit limit determined by Agent in Agent's discretion following prior written notice of such credit limit from Agent to Borrower or such Guarantor; (xiii) Accounts with respect to which any disclosure is required in accordance with Section 9.2; (xiv) contra Accounts to the extent of the amount of the accounts payable owed by 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 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 Agent, for the benefit of Lender, with the Federal Assignment of Claims ActLenders; (xiixvii) Accounts which Agent determines in good faith to be unacceptable and (xviii) the Account, together with all other Accounts owing do not arise from the same Account Debtor, represents no more than fifteen percent (15%) sale of all Inventory produced in violation of the Accounts of Borrowers; (xiii) not more than fifty percent (50%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than ninety (90) days past their invoice date; (xiv) the Account is payable in lawful money of the United States; and (xv) the Account meets such other specifications and requirements which may from time to time be established by Lender. Eligible Accounts shall not include that portion of an 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 Fair Labor Standards Act so as 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 or other criteria applicable subject to the Account) an Account of a foreign Account Debtor as so-called "hot goods" provision contained in Title 19 U.S.C., Section 215(a)(1). In the event that an Eligible Account where such Account would not otherwise meet previously scheduled in a Borrowing Base Certificate ceases to be an Eligible Account, Borrower shall notify, or shall cause the requirements of clause (x) aboveapplicable Guarantor to notify, Agent thereof immediately.

Eligible Accounts. All Accounts of any Borrower meeting all of the ----------------- following specifications: (i) the Account is lawfully and exclusively owned by such Borrower and subject to a first priority Lien in favor of Lender and subject to no other Lien (other than Liens of LenderPermitted Liens, if applicable, and such 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 90 ninety (90) days past the original invoice date (other than with respect to Accounts owing by any Blue Chip Customer, which shall not be more than one hundred and twenty (120) days past the original invoice date); (iii) not more than fifty percent (50%) of the aggregate balance of all Accounts owing from an Account Debtor obligated on the Account are outstanding more than sixty (60) days past their original due dates or ninety (90) days past their original invoice dates; (iv) the amount of the Account, when aggregated with all other Accounts of such Account Debtor, is less than fifteen percent (15%) of the face value of all Accounts of Borrower then outstanding; (v) the Account is not a contra Account and is not subject to any defense, set-off, or counterclaim, dispute, deduction, discount, credit, chargeback, freight claim, allowance or adjustment of any kind; (ivvi) no part the Account is net of any goods, portion thereof attributable to the sale or lease of which has given rise to the Account, has goods that have been returned, rejected, lost or damaged; (vvii) 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 nor subject to any other repurchase or return agreement, and such goods have been shipped to the Account Debtor or its designee; (viviii) if the Account arises from the performance of services, such services have actually been performedperformed and have been approved by the Account Debtor; (viiix) the Account arose in the ordinary course of such Borrower's business; (viiix) no notice of the bankruptcy, receivership, reorganization, liquidation, dissolution, or insolvency of the Account Debtor has been received by Lender or Borrower; (ixxi) 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, Subsidiary or 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; (xxiii) it the sale does not represent a sale pursuant to a government contract unless Borrower has complied, for the benefit of Lender, with 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 of the United States States, unless the payment of such Account is guaranteed in full by an irrevocable letter of credit satisfactory to Lender and assigned and delivered or by credit insurance, satisfactory 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 from the same Account Debtor, represents no more than fifteen percent (15%) of all of the Accounts of Borrowers; (xiii) not more than fifty percent (50%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than ninety (90) days past their invoice date; (xivxv) the Account is payable not an Account on which the Account Debtor is obligated to Borrower under any Instrument; (xvi) the transaction which gave rise to the Account complies in lawful money all respects with all applicable laws, rules and regulations of any Governmental Authority; (xvii) the United Statestransaction which gave rise to the Account did not involve the issuance of a performance bond; and (xvxviii) the Account meets such other reasonable specifications and requirements which may from time to time be established by Lender. Eligible Accounts shall not include that portion of an Account representing (i) interest or late finance charges for past due balances or debit memos. Lender is willing, however, upon Borrowers' request, to consider including memos and (such consideration to be given ii) Xxxxxxxx in Lender's sole discretion under such guidelines as Lender may apply concerning the validity, enforceability, lien priority, performance, or collectibility Excess of or other criteria applicable to the Account) an Account of a foreign Account Debtor as an Eligible Account where such Account would not otherwise meet the requirements of clause (x) aboveCost.

Eligible Accounts. All 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 be deemed eligible unless: (a) the ACCOUNT arises from goods sold or leased or from services performed in the ordinary course of any Borrower meeting all business of the ----------------- following specifications: BORROWER; (ib) the Account is lawfully and exclusively owned by such Borrower and subject to no Lien other than Liens delivery of Lender, and such Borrower the goods or the performance of the services has the right of assignment thereof and the power to grant a security interest thereinbeen completed; (iic) no return, rejection, or repossession has occurred; (d) the Account is valid goods delivered or the services performed have been finally and enforceable representing unconditionally accepted by the indebtedness of an Account Debtor not more than 90 days past the original invoice dateACCOUNT DEBTOR without dispute, objection, complaint, offset, defense, counterclaim, adjustment or allowance; (iiie) the Account ACCOUNT DEBTOR'S obligation to pay the ACCOUNT is not subject to any defenserepurchase obligation or return right, setas with sales made on a bill-offand-hold, counterclaimguaranteed sale, disputesale-and-return, deduction, discount, credit, chargeback, freight claim, allowance 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 adjustment of any kindconsignment basis; (ivf) 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 from the same Account Debtor, represents no more than fifteen percent (15%) of all of the Accounts of Borrowers; (xiii) not more than fifty percent (50%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than ninety (90) days past their have elapsed from the billing or invoice date; date and no more than sixty (xiv60) days have elapsed from the Account due date unless such ACCOUNT has the benefit of credit insurance and is payable in lawful money owed by an ACCOUNT DEBTOR located outside of the United StatesStates of America, in which case the ACCOUNT shall not be more than one hundred fifty (150) days due from the date of invoice; (g) 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 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 to which more than twenty-five percent (25%) of the dollar amount of that ACCOUNT DEBTOR'S RECEIVABLES to the BORROWER fail to comply with Subsection 1.19.(f) above; (p) the ACCOUNT does not arise from any contract or agreement with any federal, state, local or foreign government unless such governmental authority is the United States of America or an agency or representative thereof and the LENDER has obtained full compliance to its complete satisfaction with all provisions necessary to protect the 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 (xvq) the Account meets such other specifications and requirements LENDER has a perfected first priority security interest therein. An ACCOUNT which may from time otherwise satisfies the LENDER'S criteria for eligibility shall also be subject to time be established the following eligibility limitations: (i) if the ACCOUNT is payable by Lender. Eligible Accounts shall not include that an ACCOUNT DEBTOR to whom the BORROWER owes money, only the portion of an 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 the ACCOUNT in Lender's sole discretion under such guidelines as Lender may apply concerning excess of the validity, enforceability, lien priority, performance, or collectibility of or other criteria applicable amount owed by the BORROWER to the AccountACCOUNT DEBTOR may be eligible; (ii) if the ACCOUNT is due from an Account ACCOUNT DEBTOR whose ACCOUNTS in the aggregate constitute in excess of ten percent (10%) of all of the ACCOUNTS of the 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 (iii) to the extent the ACCOUNT includes a foreign Account Debtor as an Eligible Account where separately billed finance charges, such Account would finance charges are not otherwise meet the requirements of clause (x) aboveeligible.

Eligible Accounts. All Accounts of any Borrower meeting all The term "Eligible Accounts" means the portion of the ----------------- Borrower's accounts that the Bank determines from time to time, based on credit policies, market conditions, the Borrower's business and other criteria, is eligible for use in calculating the Borrowing 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 specificationsrequirements until it is collected in full: (ia) the Account account is lawfully due and exclusively owned by such Borrower and subject to no Lien payable (in U.S. dollars), exclusive of sales or other than Liens of Lendertaxes, and such 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 indebtedness of an Account Debtor not more than 90 days past have elapsed from the original invoice datetherefor, 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; (iiib) 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 such goods have been lawfully shipped and invoiced to the Account Debtor, and if requested by the Bank, copies of all invoices, together with all shipping documents and delivery receipts evidencing such shipment have been delivered to the Bank; (c) the account does not arise from a contract with any government or agency thereof; (d) the account is not subject to any defenseprior assignment, set-off, counterclaim, dispute, deduction, discount, credit, chargeback, freight claim, allowance lien, or adjustment of any kind; (iv) no part of any goodssecurity interest, 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 levy or setoff; (e) the account is not subject to any credit, contra account, allowance, adjustment, return agreementof goods, and such goods have been shipped to or discount (collectively a "Contra"), provided, however, that unless the Account Debtor or its designeehas asserted a Contra, if the amount of the account exceeds the amount of the Contra, such excess shall be considered for eligibility if such excess meets all other requirements of this Section 2.1; (vif) if the Account arises account does not arise from the performance of services, such services have actually been performedan Affiliate; (viig) the Account arose in the ordinary course of such Borrower's business; (viii) no notice of the bankruptcyaccount does not, receivership, reorganization, liquidation, dissolution, or insolvency when added to all other accounts of the Account Debtor has been received by Lender or with the Borrower, produce an aggregate indebtedness from the Account Debtor of more than 20% of the total of all the Borrower's Eligible Accounts; (ixh) the Account Debtor is not a Subsidiarysubject to bankruptcy, Affiliate receivership or employee of similar proceedings or is not insolvent; (i) the account is not evidenced by any Borrower and chattel paper, promissory note, payment instrument or written agreement; (j) the account 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 arise from an Account Debtor having its principal place of business whose mailing address or executive office is located outside of the United States or one of the Canadian Provinces other than Quebec unless the payment for such Account account is guaranteed in full assured by an irrevocable letter of credit, such letter of credit satisfactory is from a financial institution acceptable to Lender the Bank, the same has been assigned to the Bank and assigned and the original has been delivered to Lender; (xi) the Account does not represent Bank or the same has been confirmed by a sale financial institution acceptable to the government Bank and is in form and substance acceptable to the Bank, payable in the full amount of the account in United States or any subdivision thereof unless such Borrower has complied, for the benefit dollars at a place of Lender, with the Federal Assignment of Claims Act; (xii) the Account, together with all other Accounts owing from the same Account Debtor, represents no more than fifteen percent (15%) of all of the Accounts of Borrowers; (xiii) not more than fifty percent (50%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than ninety (90) days past their invoice date; (xiv) the Account is payable in lawful money of payment located within the United States; (k) the 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, having 50% or more of its accounts with the Borrower (in dollar value or in number of accounts) not Eligible Accounts pursuant to this Section 2.1; and (xvm) the Bank has not notified the Borrower that the account or the Account meets such other specifications and requirements which may from time Debtor is unsatisfactory or unacceptable (although the Bank reserves the right to time be established by Lender. Eligible Accounts shall not include that portion of an 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 do so in Lender's its sole discretion under such guidelines as Lender may apply concerning the validity, enforceability, lien priority, performance, or collectibility of or other criteria applicable to the Account) an Account of a foreign Account Debtor as an Eligible Account where such Account would not otherwise meet the requirements of clause (x) aboveat any time).

Eligible Accounts. All Accounts of any Borrower meeting Eligible Accounts" include all of Borrowers' Accounts other than the ----------------- following specificationsfollowing, unless approved in writing by Administrative Agent in each case: (i) the any Account is lawfully with respect to which Administrative Agent does not have a valid and exclusively owned by such Borrower and subject to no Lien other than Liens of Lenderenforceable, and such Borrower has the right of assignment thereof and the power to grant a security interest thereinperfected first priority Security Interest; (ii) the any Account is valid and enforceable representing the indebtedness which remains unpaid as of an Account Debtor not more than 90 days past after the original invoice datedate of the applicable invoice, including, without limitation any Lease-in-Process Inventory; (iii) any Account of a single Account Debtor if 50% or more of the balances due on all Accounts of such Account is not subject to any defense, set-off, counterclaim, dispute, deduction, discount, credit, chargeback, freight claim, allowance Debtor are ineligible under clause (i) or adjustment of any kind(ii); (iv) no part any Account with respect to which the Account Debtor is a Borrower, a Subsidiary or an Affiliate thereof or an employee or officer of Borrower or any goods, the sale Subsidiary or lease of which has given rise to the Account, has been returned, rejected, lost or damagedAffiliate thereof; (v) if any Account with respect to which the Account arises Debtor does not maintain its chief executive office within the United States and any Account with respect to which the Account Debtor is the government of any foreign country or any municipality or other political subdivision thereof, or any department, agency, public corporation or other instrumentality thereof; (vi) any Account which is created from the sale 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 by such Borrower, such sale was or performance of services for which an absolute sale and invoice has 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 sent to the Account Debtor within ten days after such delivery 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 Borrowerperformance; (ix) the any Account owing by an Account Debtor that is not the subject of a Subsidiarybankruptcy or similar insolvency proceeding, Affiliate has made an assignment for the benefit of creditors, has acknowledged that it is unable to pay its debts as they mature, or employee of any Borrower and does not control any Borrower and is not under the control of whose assets have been transferred to a receiver or under common control with any Borrowertrustee, or who has ceased business as a going concern; (x) it is not an except Lease-in-Process Inventory, any 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 with respect to Lender and assigned and delivered to Lender; (xi) which the Account does not represent a sale Debtor's obligation 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 from the same Account Debtor, represents no more than fifteen percent (15%) of all of the Accounts of Borrowers; (xiii) not more than fifty percent (50%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than ninety (90) days past their invoice date; (xiv) pay the Account is payable in lawful money of the United States; and (xv) conditional upon the Account meets such other specifications and requirements which may from time Debtor's approval or is otherwise subject to time be established by Lender. Eligible Accounts shall not include that portion of an Account representing interest any repurchase obligation or late charges for past due balances or debit memos. Lender is willingreturn right, howeveras with sales made on a bill-and-hold, upon Borrowers' requestguarantied xxxe, to consider including (such consideration to be given in Lender's sole discretion under such guidelines as Lender may apply concerning the validitysale-and-return, enforceability, lien priority, performance, or collectibility of or other criteria applicable to the Account) an Account of a foreign Account Debtor as an Eligible Account where such Account would not otherwise meet the requirements of clause (x) above.sale on approval

Eligible Accounts. All FBS Ag Credit shall have the right, in the ----------------- exercise of FBS Ag Credit's reasonable discretion, to determine whether Accounts of are eligible for inclusion in the Borrowing Base at any Borrower meeting 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 not be Eligible Accounts: (a) all Accounts which are at that time unpaid for a period exceeding sixty (60) days after the original invoice date of the ----------------- following specifications: (i) the Account is lawfully and exclusively owned by such Borrower and subject to no Lien other than Liens of Lender, and such Borrower has the right of assignment thereof and the power to grant a security interest thereinoriginal invoice related thereto; (iib) the Account is valid and enforceable representing the indebtedness of all Accounts owing by an Account Debtor not if more than 90 twenty percent (20%) of the Accounts owing by such Account Debtor are at that time unpaid for a period exceeding sixty (60) days past after the invoice due date of the original invoice daterelated thereto; (iiic) the Account is not subject to any defensethose Accounts, 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 except Accounts owing from the same Account Debtors listed on Exhibit 3A, of an Account Debtor, represents no more than fifteen the aggregate face amount of ---------- which is in excess of five percent (15%) of all of the Accounts of Borrowers; (xiii) not more than fifty percent (505%) of the aggregate balance face amount of all other Eligible Accounts owing from the of all Account Debtors; (d) Accounts which arise out of transactions with Affiliates; (e) Accounts of an Account Debtor obligated on the Account that are outstanding more than ninety (90) days past their invoice date; (xiv) the Account is payable in lawful money of 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 (xvg) Accounts which in FBS Ag Credit's opinion may be subject to liens or conflicting claims of ownership, whether such liens or conflicting claims are asserted or could be asserted by any Person. In the Account meets such other specifications and requirements which may from time to time be established by Lender. Eligible event that Accounts shall not include that portion of an 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 previously included in the Borrowing Base cease to be given in Lender's sole discretion under such guidelines as Lender may apply concerning Eligible Accounts, Borrower shall promptly pay to FBS Ag Credit an amount sufficient to ensure that the validityLiabilities, enforceabilityother than the Liabilities evidenced by the Line of Credit Note, lien priority, performance, or collectibility of or other criteria applicable to shall at no time exceed the Account) an Account of a foreign Account Debtor as an Eligible Account where such Account would not otherwise meet the requirements of clause (x) abovethen current Borrowing Base.

Eligible Accounts. All Accounts of any Borrower meeting all 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 specificationsAccounts shall not be Eligible Accounts: (ia) 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 “livestock” (as defined in PASA) which are at that time unpaid for a period exceeding seven (7) days after the delivery date of the livestock related thereto; (d) all Accounts other than those described in the preceding clause c, which are at that time unpaid for a period exceeding twenty one days (21) days after the original invoice date of the original invoice related thereto; (e) all Accounts owing by an Account Debtor if more than ten percent (10%) of the Accounts owing by such Account Debtor are at that time unpaid for a period exceeding that permitted by the preceding clause c or clause d, respectively; (c) those Accounts, except Accounts owing from the Account is lawfully and exclusively owned by such Borrower and subject to no Lien other than Liens of LenderDebtors listed on Exhibit 3A, and such 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 indebtedness of an Account Debtor not more than 90 days past Debtor, the original invoice dateaggregate face amount of which is in excess of five percent (5%) of the aggregate face amount of all other Eligible Accounts of all other Account Debtors; (iiid) 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 those Accounts owing 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 department, agency or instrumentality thereof unless such Borrower has complied, for the benefit of Lender, shall have complied with the Federal Assignment of Claims ActAct to the satisfaction of the Agent; (xiie) the Account, together Accounts which arise out of transactions with all other Accounts owing from the same Account Debtor, represents no more than fifteen percent Affiliates; (15%f) of all of the Accounts of Borrowersan Account Debtor that is located outside the United States, unless such Accounts are covered by a letter of credit issued or confirmed by a bank acceptable to the Agent or are covered by foreign credit insurance acceptable to the Agent; (xiiig) not more than fifty percent (50%) Accounts which are or may be subject to rights of the aggregate balance of all Accounts owing from setoff or counterclaim by the Account Debtor obligated on (to the Account are outstanding more than ninety (90) days past their invoice dateextent of the amount of such setoff or counterclaim); (xivh) Accounts in which the Account is payable in lawful money of the United StatesAgent does not, for any reason, have a first priority perfected security interest; and (xvi) Accounts which in the Account meets Agent’s opinion may be subject to liens or conflicting claims of ownership, whether such other specifications and requirements which may from time to time liens or conflicting claims are asserted or could be established asserted by Lender. Eligible Accounts shall not include that portion of an 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 or other criteria applicable to the Account) an Account of a foreign Account Debtor as an Eligible Account where such Account would not otherwise meet the requirements of clause (x) aboveany Person.

Eligible Accounts. All Eligible Accounts" shall mean all Accounts of any Borrower meeting all each of the ----------------- following specificationsBorrowers other than the following: (i) except as provided in SUBSECTION 3.2(VI), Accounts which remain unpaid as of ninety (90) days after the Account is lawfully and exclusively owned by such Borrower and subject to no Lien other than Liens date of Lender, and such Borrower has the right of assignment thereof and the power to grant a security interest thereinoriginal 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 Account is valid and enforceable representing the indebtedness of an balance owing by such Account Debtor not more than 90 days past is ineligible by reason of the original invoice datecriterion set forth in clause (i) of this subsection 3.2; (iii) Accounts with respect to which the Account Debtor is not subject to any defense, set-off, counterclaim, dispute, deduction, discount, credit, chargeback, freight claim, allowance or adjustment an Affiliate of any kindBorrower or a director, officer or employee of any Borrower or its Affiliates; (iv) no part of any goods, Accounts with respect to which the sale Account Debtor is a Governmental Authority or lease of which prime contractor thereof unless such Borrower has given rise complied in a manner satisfactory to the AccountAgent with the Federal Assignment of Claims Act of 1940, has been returnedas amended, rejectedor similar law or statute of the relevant state, lost province, municipality or damagedother jurisdiction and any amendments thereto, relative to the assignment of such Accounts; (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 Accounts with respect 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) which 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 resident of the United States unless such the Account is guaranteed payable in full by United States dollars and (A) the Account Debtor has supplied such Borrower with an irrevocable letter of credit credit, issued by a financial institution satisfactory to Lender the Required Lenders in an amount sufficient to cover such Account and assigned 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 Lenderand accepted as satisfactory by the Account Debtor or arising with respect to services which have not been fully performed and accepted as satisfactory by the Account Debtor; (vii) Accounts for which the prospect of payment in full or performance in a timely manner by the Account Debtor is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretion; (viii) Accounts which are 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 does not represent Debtor's obligation to pay the Account is conditional upon the Account Debtor's approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a guaranteed sale, sale-or-return, demonstration, 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 government 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 United States 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 any subdivision thereof other similar filing unless such Borrower has compliedeither 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 Lender, with the Federal Assignment of Claims Act; (xii) the Account, together with all other Accounts owing from the same Account Debtor, represents no more than fifteen percent (15%) of all of the Accounts of Borrowers; (xiii) not more than fifty percent (50%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than ninety (90) days past their invoice date; (xiv) the Account is payable in lawful money of the United StatesLenders; and (xvxvii) Accounts which the Account meets such other specifications and requirements which may from time to time be established by Lender. Eligible Accounts shall not include that portion of an 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 Agent determines in good faith to be given in Lender's sole discretion under such guidelines as Lender may apply concerning unacceptable. In the validity, enforceability, lien priority, performance, or collectibility of or other criteria applicable event that a previously scheduled Eligible Account ceases to the Account) an Account of a foreign Account Debtor as be an Eligible Account where such Account would not otherwise meet under the requirements of clause above described criteria (x) aboveother than any determination made by the Agent), the Borrower Representative shall notify the Agent thereof as soon as practicable.

Eligible Accounts. All The Agent shall have the sole right, in its ----------------- discretion, to determine which Accounts of any Borrower meeting are eligible ("Eligible Accounts"). In ----------------- addition, without limiting the Agent's discretion, unless otherwise agreed by the Agent in writing, the following Accounts are not Eligible Accounts: (a) Accounts which remain unpaid more than sixty (60) days from the stated due date or more than 120 days from the invoice date, in each case based upon the end-of-the-month aging; (b) all Accounts owing by a single Account Debtor, including currently scheduled Accounts, if fifty percent (50%) or more of the ----------------- following specifications: (i) the Account is lawfully and exclusively owned balance owing by such Account Debtor to the Borrower and subject to no Lien other than Liens of Lender, and such Borrower has the right of assignment thereof and the power to grant a security interest thereinis ineligible for any reason; (iic) 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 Accounts with respect 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 is a director, officer, employee, Subsidiary or its designeeAffiliate of the Borrower; (vid) 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 Accounts with respect to which the Account Debtor has been received by Lender is the United States of America or Borrowerany department, agency or instrumentality thereof, unless the Borrower assigns its right to payment of such Accounts to the Agent pursuant to, and in full compliance with, the Assignment of Claims Act of 1940, as amended; (ixe) Accounts with respect to which 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 from the same Account Debtor, represents no more than fifteen percent (15%) of all of the Accounts of Borrowers; (xiii) not more than fifty percent (50%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than ninety (90) days past their invoice date; (xiv) the Account is payable in lawful money resident of the United States; (f) Accounts in dispute or with respect to which the Account Debtor has asserted in writing or either the Borrower or the Agent has reason to believe the Account Debtor is entitled to assert a counterclaim or has asserted in writing or either the Borrower or the Agent has reason to believe the Account Debtor is entitled to assert a right of setoff; (g) Accounts with respect to which the prospect of payment or performance by the Account Debtor is or will be impaired, as determined by the Agent in the exercise of its discretion; (h) Accounts with respect to which the Agent does not have a first and valid fully perfected security interest; (i) 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; (j) Accounts with respect to which the Account Debtor's obligation to pay the Account is conditional upon the Account Debtor's approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval or consignment basis; (k) Accounts to the extent that the Account Debtor's indebtedness to the Borrower exceeds a credit limit determined by the Agent in the Agent's discretion; (1) Accounts with respect to which the Account Debtor is located in New Jersey, Minnesota, Tennessee or Indiana unless the Borrower (i) has received a certificate of authority to do business, and is in good standing, in such state, or (ii) has filed a Notice of Business Activities Report (or other comparable required report) with the proper authorities of such state for the then current year; (m) Accounts which arise out of sales not made in the ordinary course of the Borrower's business; (n) Accounts with respect to which the Account Debtor has returned to the Borrower all or any portion of the Inventory the sale of which gave rise to such Accounts; and (xvo) Accounts with respect to 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 Borrower determines that a previously scheduled Eligible Account meets such other specifications and requirements which may from time to time be established by Lender. Eligible Accounts shall not include that portion of an 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 ceases 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 or other criteria applicable to the Account) an Account of a foreign Account Debtor as an Eligible Account where such Account would not otherwise meet under any of the requirements of clause (x) aboveabove described criteria, the Borrower shall notify the Agent thereof at the earliest reasonable opportunity.

Eligible Accounts. All 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 meeting may borrow shall exclude all returns, discounts, credits, and offsets of the ----------------- following specificationsany nature. Unless otherwise agreed to by Lender in writing, Eligible Accounts do not include: (i) Accounts with respect to which the Account Debtor is lawfully and exclusively owned by such Borrower and subject to no Lien other than Liens an officer, an employee or agent of Lender, and such Borrower has the right of assignment thereof and the power to grant a security interest thereinBorrower; (ii) Accounts with respect to which the Account Debtor is valid and enforceable representing a Subsidiary of, or affiliated with or related to Borrower or its officers, or directors; (iii) Accounts with respect to which goods are placed on consignment, guaranteed sale, or other terms by reason of which the indebtedness of an payment by the Account Debtor may be conditional; (iv) Accounts with respect to which Borrower is or may become liable to the Account Debtor for goods sold or services rendered by the Account Debtor to borrower; (v) Accounts which are subject to dispute, counterclaim, or setoff; (vi) Accounts with respect to which the goods have not more than 90 been shipped or delivered, or the services have not been rendered, to the 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 Account Debtor; or who had made an assignment for the benefit of creditors or has become insolvent or fails generally to pay its debts (including its payrolls) as such debts become due; (ix) Accounts which had not been paid in full within sixty (60) days past from the original invoice date; (iiix) the Account is not subject to any defense, set-off, counterclaim, dispute, deduction, discount, credit, chargeback, freight claim, allowance or adjustment of any kindDatings; Progress Xxxxxxxx; Retainages; Cash Sales; C.O.D.; Service Charges; (ivxi) 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 that 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 from the same Account Debtor, represents no more than fifteen percent (15%) of all of the Accounts of Borrowers; (xiii) not more than fifty percent (50%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than ninety (90) days past their invoice date; (xiv) the Account is payable in lawful money resident of the United States, Puerto Rico, and Canada; and or (xvxii) the Account meets such other specifications and requirements Accounts which may from time to time be established by Lender. Eligible Accounts shall are not include that portion of an 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 or other criteria applicable to the Account) an Account of a foreign Account Debtor as an Eligible Account where such Account would not otherwise meet the requirements of clause (x) aboveCollateral.

Eligible Accounts. All 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 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 Borrower meeting or all of the ----------------- following specifications: BORROWERS; (ib) the Account is lawfully and exclusively owned by such Borrower and subject to no Lien other than Liens delivery of Lender, and such Borrower the goods or the performance of the services has the right of assignment thereof and the power to grant a security interest thereinbeen completed; (iic) no return, rejection, or repossession has occurred; (d) the Account is valid goods delivered or the services performed have been finally and enforceable representing unconditionally accepted by the indebtedness of an Account Debtor not more than 90 days past the original invoice dateACCOUNT DEBTOR without dispute, objection, complaint, offset, defense, counterclaim, adjustment or allowance; (iiie) the Account ACCOUNT DEBTOR’S obligation to pay the ACCOUNT is not subject to any defenserepurchase obligation or return right, setas with sales made on a xxxx-offand-hold, counterclaimguaranteed sale, disputesale-and-return, deduction, discount, credit, chargeback, freight claim, allowance 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 adjustment of any kindconsignment basis; (ivf) 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 from the same Account Debtor, represents no more than fifteen percent (15%) of all of the Accounts of Borrowers; (xiii) not more than fifty percent (50%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than ninety (90) days past their have elapsed from the billing or invoice date and no more than sixty (60) days have elapsed from the due date; (xivg) 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 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 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 in lawful money from any ACCOUNT DEBTOR located outside of the geographic boundaries of the United StatesStates 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 to which more than forty percent (40%) of the dollar amount of that ACCOUNT DEBTOR’S RECEIVABLES to any or all of the BORROWERS are more than ninety (90) days due from the date of invoice or more than sixty (60) days due from the due date; (p) the ACCOUNT does not arise from any contract or agreement with any federal, state, local or foreign government unless such governmental authority is the United States of America or an agency or representative thereof and the LENDER has obtained full compliance to its complete satisfaction with all provisions necessary to protect the 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 (xvq) the Account meets 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 all of the BORROWERS owes money, only the portion of the ACCOUNT in excess of the amount owed by any or all of the BORROWERS to the ACCOUNT DEBTOR may be eligible; (ii) 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 any or all 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 any or all of the BORROWERS may be eligible; and (iii) to the extent the ACCOUNT contains finance charges, delivery charges or sales taxes, such other specifications and requirements which may from time to time be established by Lender. Eligible Accounts finance charges, delivery charges or sales taxes shall not include that portion of an 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 or other criteria applicable to the Account) an Account of a foreign Account Debtor as an Eligible Account where such Account would not otherwise meet the requirements of clause (x) aboveeligible.

Eligible Accounts. All Accounts of any Borrower and each Guarantor meeting all of the ----------------- following specifications: (i) the Account is lawfully and exclusively owned by Borrower and such Borrower Guarantor, as the case may be and subject to no Lien (other than Liens of LenderPermitted Liens, if applicable, and Liens granted under this Agreement) and Borrower and such Borrower Guarantor 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 30 days past the due, with respect to the Designated Accounts, or 90 days past the original invoice date, with respect to any other Account, and the Account does not represent a rebilling; (iii) not more than 25% of the aggregate balance of all Accounts owing from an Account Debtor obligated on the Account are outstanding more than 90 days past their original invoice dates; (iv) the amount of the Account, when aggregated with all other Accounts of such Account Debtor, is less than 10% of the face value of all Accounts of Borrower and the Guarantors then outstanding; (v) the Account is not subject to any defense, set-off, or counterclaim, dispute, deduction, discount, credit, chargeback, freight claim, allowance or adjustment of any kind; (ivvi) 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 nor 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 BorrowerBorrower 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 Subsidiary, Subsidiary or Affiliate of Borrower or employee of any Borrower and does not control any Borrower and is not under the control of or under common control with any Borrowersuch Guarantor; (x) it the Account is not an Account of an Account Debtor having its principal place of business or executive office outside of the United States States, unless the payment of such Account is guaranteed in full by an irrevocable letter of credit satisfactory to Lender and assigned and delivered or by credit insurance, satisfactory to Lender; and (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 from the same Account Debtor, represents no more than fifteen percent (15%) of all of the Accounts of Borrowers; (xiii) not more than fifty percent (50%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than ninety (90) days past their invoice date; (xiv) the Account is payable in lawful money of the United States; and (xv) the 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 of Eligible Accounts, the value ascribed to those Designated Accounts which are otherwise deemed Eligible Accounts shall not include that portion exceed five percent (5%) of an Account representing interest 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 late charges for past due balances mortgagee waiver as determined by, and in form and substance satisfactory to, Lender), which (i) is not subject to any Lien (other than Liens granted under this Agreement and Permitted Liens, if applicable); (ii) is not slow moving, damaged, obsolete or debit memos. Lender unmerchantable; (iii) is willingnot Inventory held on consignment; (iv) is not Inventory in-transit unless such Inventory (A) is in transit to one of Borrower's and such Guarantor’s places of business shown on Schedule 5.2, however(B) is owned by Borrower or such Guarantor, upon Borrowers' requestas the case may be, (C) is insured to consider including the full value thereof, and (such consideration D) is subject to be given in Lender's sole discretion under such guidelines as Lender may apply concerning the validity, enforceability, lien priority, performancenegotiable bills of lading endorsed to, or collectibility non-negotiable bills of or lading issued in the name of Lender; and (v) meets such other criteria applicable reasonable specifications and requirements which may from time to time be established by Lender. Notwithstanding anything to the Account) an Account contrary herein, Inventory in-transit to the Borrower from locations outside of a foreign Account Debtor the United States of America shall be deemed Eligible Inventory as an Eligible Account where long as the Borrower has taken title to such Account would not otherwise meet Inventory and has provided satisfactory evidence thereto to the requirements 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 such insurance. Environmental Laws - Any and 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 clause (x) aboveliability regulating, relating to or imposing liability or standards of conduct concerning pollution, protection of the environment, or the impact of pollutants, contaminants or toxic or hazardous substances on human health or the environment, as now or may at any time hereafter be in effect from time to time. ERISA - The Employee Retirement Income Security Act of 1974, as the same may be in effect, from time to time.

Eligible Accounts. All 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 be deemed eligible unless: (a) the ACCOUNT arises from goods sold or leased or from services performed in the ordinary course of any Borrower meeting all business of the ----------------- following specifications: BORROWER; (ib) the Account is lawfully and exclusively owned by such Borrower and subject to no Lien delivery of the goods or the performance of the services (other than Liens installation of Lender, and such Borrower goods sold or leased) has been completed except to the right of assignment thereof and extent the power LENDER specifically agrees to grant a security interest thereinmake certain progress xxxxxxxx eligible; (iic) no return, rejection, or repossession has occurred; (d) the Account is valid goods delivered or the services performed have been finally and enforceable representing unconditionally accepted by the indebtedness of an Account Debtor not more than 90 days past the original invoice dateACCOUNT DEBTOR without dispute, objection, complaint, offset, defense, counterclaim, adjustment or allowance; (iiie) the Account ACCOUNT DEBTOR'S obligation to pay the ACCOUNT is not subject to any defenserepurchase obligation or return right, setas with sales made on a xxxx-offand-hold, counterclaimguaranteed sale, disputesale-and-return, deductionsale 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 ninety (90) days have elapsed from the billing or invoice date; (g) no prior, discountcontemporaneous, creditor subsequent assignment, chargeback, freight claim, allowance lien, or adjustment security interest, other than that of the LENDER, applies to the ACCOUNT; (h) no bankruptcy or insolvency proceedings or payment moratoriums of any kindkind apply to the ACCOUNT; (ivi) 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 part bonding company or surety asserts or has the ability to assert any claim based upon the legal doctrine of equitable subrogation, or under any goods, other right to claim a lien into or right to payment of the sale or lease of which has given rise to the Account, has been returned, rejected, lost or damagedACCOUNT; (vl) if the Account arises ACCOUNT does not arise 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 pertain to any other repurchase transaction with any AFFILIATE or return agreement, and such goods have been shipped to the Account Debtor or its designeeemployee; (vi) if the Account arises from the performance of services, such services have actually been performed; (viim) the Account arose in the ordinary course of such Borrower's business; (viii) no notice ACCOUNT is not payable from any ACCOUNT DEBTOR located outside 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 geographic boundaries of the United States of America (unless such Account ACCOUNT is guaranteed in full fully secured by an irrevocable a letter of credit satisfactory or credit insurance acceptable to Lender and assigned and delivered to Lenderthe LENDER); (xin) the Account does not represent a sale BORROWER is legally empowered to collect the government of ACCOUNT against the United States or any subdivision thereof unless such Borrower has complied, for ACCOUNT DEBTOR in the benefit of Lender, with jurisdiction in which the Federal Assignment of Claims ActACCOUNT DEBTOR is located; (xiio) the Account, together ACCOUNT is not payable by an ACCOUNT DEBTOR with all other Accounts owing from the same Account Debtor, represents no more than fifteen percent (15%) of all of the Accounts of Borrowers; (xiii) not respect to which more than fifty percent (50%) of the aggregate balance dollar amount of all Accounts owing from that ACCOUNT DEBTOR'S RECEIVABLES to the Account Debtor obligated on the Account BORROWER are outstanding more than ninety (90) days past their invoice datefrom the date of invoice; (xivp) the Account ACCOUNT does not arise from any contract with any federal, state, local or foreign government unless such governmental authority is payable in lawful money of the United StatesStates of America or an agency or representative thereof and either the LENDER has obtained full compliance to its complete satisfaction with all provisions necessary to protect the 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 the payments under the contract giving rise to such ACCOUNT cannot be assigned under The Assignment of Claims Act; and (xvq) the Account meets 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 ACCOUNT in excess of the amount owed by any or the BORROWER to the ACCOUNT DEBTOR may be eligible; (ii) to the extent the ACCOUNT contains finance charges, such other specifications and requirements which may from time to time be established by Lender. Eligible Accounts finance charges shall not include that portion be eligible; and (iii) if the BORROWER has unearned income in regard to an ACCOUNT DEBTOR or has received a deposit from an ACCOUNT DEBTOR the amount of ELIGIBLE ACCOUNTS owed from such ACCOUNT DEBTOR shall be reduced by the amount of such unearned income or deposit. In determining the aggregate amount of ACCOUNTS owed by an Account representing interest or late charges for past ACCOUNT DEBTOR which are ineligible due to being more than ninety (90) days from the billing date credit balances or debit memos. Lender is willing, however, upon Borrowers' request, to consider including in excess of ninety (90) days shall not reduce 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 aggregate amount of or other criteria applicable to the Account) an Account of a foreign Account Debtor as an Eligible Account where such Account would not otherwise meet the requirements of clause (x) aboveineligible ACCOUNTS.

Eligible Accounts. All Eligible Accounts" is that portion of Borrower's Accounts of any Borrower meeting all of the ----------------- following specifications: (iand shall not include Instruments, Chattel Paper or General Intangibles) the Account is lawfully and exclusively owned by such Borrower and subject to no Lien other than Liens of Lender, and such 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 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 arising from the sale and delivery of goods Inventory or from services rendered 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 Borrower in the ordinary course of such Borrower's businessbusiness that Lender determines, in Lender's sole discretion, is to be included in the calculation of the Borrowing 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; (viiiii) 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 evidenced by an irrevocable letter of credit invoice or other evidence satisfactory to Lender and assigned and delivered to Lender; (xiiii) the Account does not represent a sale is unconditionally due and payable in U.S. dollars; and (iv) conforms to the government of warranties regarding Accounts contained in this Agreement. Without limiting Lender's absolute discretion, the United States or any subdivision thereof unless such Borrower has complied, for the benefit of Lender, with the Federal Assignment of Claims Actfollowing Accounts will not be Eligible Accounts: (a) Accounts that are unpaid more than sixty (60) days from their respective original due dates; (xiib) the Account, together with all other Accounts owing from the same Account Debtor, represents no more than fifteen percent (15%) of all of the Accounts of Borrowers; (xiii) not more than fifty percent (50%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account that are outstanding unpaid more than ninety (90) days past from their respective original invoice datedates; (xivc) the Accounts relating to any Account is payable in lawful money Debtor, or affiliated group of Account Debtors, for which 50% or more of the United Statesdollar amount of such Accounts are not Eligible Accounts pursuant to clause (a) above or are unpaid more than sixty (60) days from their respective original invoice dates; and (xvd) Except to the extent otherwise permitted with respect to Account meets Debtors listed in Schedule 1.2 attached hereto (as such other specifications and requirements which schedule may be amended from time to time be established 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 shall not include that portion 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 representing interest or late charges for past due balances or debit memos. Lender Debtor to which Borrower is willing, however, upon Borrowers' request, to consider including (such consideration to be given indebted in Lender's sole discretion under such guidelines as Lender may apply concerning the validity, enforceability, lien priority, performanceany way, or collectibility which is subject to any contra account or any right of setoff or recoupment by the Account Debtor; (f) Accounts relating to any Account Debtor who has, or claims to have, any defense, right of set-off or counterclaim; (g) Accounts relating to any Account Debtor located outside of the United States of America, unless such Accounts are supported by security acceptable to Lender, or to any Account Debtor located in any state requiring that Borrower qualify to do business in such state or file a Notice of Business Activities Report or similar 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 Borrower has qualified to do business in such state, has properly filed a Notice of Business Activities Report or similar document as appropriate for the then applicable year, or is exempt from such filing requirement; (h) Accounts 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 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 other 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 criteria applicable 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 AccountAccount Debtor (or if requested by Lender, copies of all invoices, together with all shipping documents and delivery receipts evidencing such shipment have not been delivered to Lender) or (v) arise from an Account Debtor to whom Goods or services are provided on a "cash on delivery" or C.O.D. basis; (m) Accounts that Lender believes are, or will be, impaired as the result of a foreign actual or potential liens, claims or other risks; or (n) Accounts for which the Virginia Department of Transportation is the Account Debtor as an Eligible Account where such Account would not otherwise meet the requirements of clause (x) aboveDebtor.