Common use of Eligible Accounts Clause in Contracts

Eligible Accounts. Accounts of the U.S. Borrower and the other U.S. Domiciled Loan Parties subject to the Lien of the Agent, the value of which shall be determined by taking into consideration, among other factors, their book value determined in accordance with GAAP; provided, however, that none of the following classes of Accounts shall be deemed to be U.S. Eligible Accounts: (a) Accounts that do not arise out of sales of goods or rendering of services in the ordinary course of the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s business; (b) Accounts payable other than in Dollars or that are otherwise on terms other than those normal or customary in the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s business; (c) Accounts more than ninety (90) days past original invoice date; (d) Accounts owing from any Person that is an Affiliate of a Loan Party; (e) Accounts arising out of sales to Account Debtors outside the United States and Canada, unless the Account is supported by a letter of credit (the original of which is delivered to and directly drawable by the Agent) or credit insurance satisfactory in all respects to the Agent; (f) Accounts owing from any Person from which an aggregate amount of fifty percent (50%) or more of the Accounts owing therefrom are otherwise ineligible; (g) Accounts in respect of Contra Accounts; (h) Accounts owing by a Governmental Authority (other than Municipal Government Accounts that, but for this clause (h), are U.S. Eligible Accounts), unless such Accounts are Federal Government Accounts that have been assigned to Agent in compliance with the Assignment of Claims Act; provided that Accounts that are not compliant with the Assignment of Claims Act may be included in the U.S. Borrowing Base as provided in clause (b) of the definition of U.S. Borrowing Base; (i) Accounts in excess of twenty percent (20%) of all U.S. Eligible Accounts owing from any Account Debtor or Affiliate of such account debtor whose total Accounts comprise greater than twenty percent (20%) of all U.S. Eligible Accounts. (j) Accounts owing from any Person that (i) has disputed liability for any Accounts owing from such Person or (ii) has otherwise asserted any claim, demand or liability against any Loan Party or any Subsidiary thereof, whether by action, suit, counterclaim or otherwise; 54

Eligible Accounts. Accounts Eligible Accounts" shall be the aggregate of the U.S. unpaid portions of Accounts (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts) (a) that Borrower reasonably and in good faith determines to be collectible; (b) that are with account debtors that (i) are not Affiliates of Borrower; (ii) are Credit Card Providers who have agreed in writing to direct all payments be made to the other U.S. Domiciled Loan Parties Collection Account, (iii) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (iv) are, in the Agents' reasonable judgment, creditworthy; (c) that are in payment of obligations that have been fully performed and are not subject to dispute or any other similar claims that would reduce the Lien cash amount payable therefor; (d) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents and Permitted Liens which are subordinate to the liens of the Agent, ; (e) in which the value Agent has a valid and perfected first priority security interest; (f) that are not outstanding for more than five (5) Business Days past the date the applicable Credit Card Provider is required to make payment and that are not outstanding for more than ten (10) Business Days past the date of which shall be determined by taking into consideration, among other factors, their book value determined in accordance with GAAP; provided, however, that none sale of the following classes of Accounts shall be deemed underlying goods to be U.S. Eligible Accounts: (a) Accounts that do not arise out of sales of goods or rendering of services a retail customer in the ordinary course of the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s business; (bg) Accounts payable other than in Dollars or that are otherwise on terms other than those normal not due from an account debtor located in Indiana, Minnesota or customary New Jersey unless Borrower (A) has received a certificate of authority to do business and is in good standing in such state or (B) has filed a notice of business activities report with the U.S. Borrower’s appropriate office or agency of such state for the relevant U.S. Domiciled Loan Party’s businesscurrent year; (ch) Accounts that are not due from any single account debtor if more than ninety fifteen percent (9015%) days past original invoice date; (d) of the aggregate amount of all Accounts owing from any Person that is an Affiliate of a Loan Partysuch account debtor would otherwise not be Eligible Accounts; (ei) Accounts arising out of sales to Account Debtors outside the United States and Canada, unless the Account is supported that are payable in Dollars; (j) that are not secured by a letter of credit unless the Agent has a prior perfected security interest in such letters of credit; and (k) that are not payable from an office outside of the original of which is delivered to United States. General criteria for Eligible Accounts may be established and directly drawable revised by the AgentAgents from time to time with respect to Accounts owing under arrangements which were not in effect on or have been materially altered since the Closing Date. Agents may, in their Permitted Discretion, from time to time, upon three (3) or credit insurance satisfactory in all respects days' prior notice to Borrower, establish Reserves with respect to Eligible Accounts to the Agent; extent that the arrangements under which such Eligible Accounts arise were not in effect on the Closing Date and Agents reasonably determine that: (fi) the dilution with respect of the Accounts (excluding Accounts owing from any Person from which an aggregate amount of fifty percent (50%) or more Credit Card Providers existing as of the Accounts owing therefrom are otherwise ineligible; (gClosing Date) Accounts for any period has increased in any material respect of Contra Accounts; (h) Accounts owing by a Governmental Authority (other than Municipal Government Accounts that, but for this clause (h), are U.S. Eligible Accounts), unless such Accounts are Federal Government Accounts that have been assigned to Agent in compliance with the Assignment of Claims Act; provided that Accounts that are not compliant with the Assignment of Claims Act or may be included reasonably anticipated to increase in the U.S. Borrowing Base as provided in clause (b) of the definition of U.S. Borrowing Base; (i) Accounts in excess of twenty percent (20%) of all U.S. Eligible Accounts owing from any Account Debtor or Affiliate of such account debtor whose total Accounts comprise greater than twenty percent (20%) of all U.S. Eligible Accounts. (j) Accounts owing from any Person that (i) has disputed liability for any Accounts owing from such Person material respect above historical levels, or (ii) the general creditworthiness of account debtors or other obligors of Borrower has otherwise asserted any claimdeclined. In determining whether to establish Reserves with respect to Eligible Accounts, demand Agents may consider events, conditions, contingencies or liability against any Loan Party or any Subsidiary thereof, whether by action, suit, counterclaim or otherwise; 54risks which are also considered in determining Eligible Accounts.

Eligible Accounts. Agent shall have the right, at any time and from time to time after the Closing Date upon five (5) Business Days’ notice to Borrower Representative (or such shorter period as Borrower Representative shall accept) so long as no Event of Default has occurred and is continuing, to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its Permitted Discretion (including (a) Dilution Reserves and (b) reserves with respect to amounts owing by any Credit Party or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the U.S. Collateral, which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral); provided that, for purposes of determining satisfaction of the conditions precedent set forth in Section 3.2, Agent will give effect to any such newly established Reserve during such five (5) Business Day (or such shorter period as Borrower Representative shall accept) notice period. In addition, Agent reserves the right, at any time and from time to time after the other U.S. Domiciled Loan Parties Closing Date upon five (5) Business Days’ notice to Borrowers so long as no Event of Default has occurred and is continuing, to adjust any of the applicable criteria and to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its Permitted Discretion, subject to the Lien approval of Required Lenders in the Agentcase of adjustments or new criteria or changes in advance rates which have the effect of making more credit available. Notwithstanding the foregoing or anything herein to the contrary, no Reserve, adjustment of eligibility criteria, establishment of new eligibility criteria or adjustment of advance rates made under the value of which Loan Documents (collectively, “Risk Adjustments”) shall be determined by taking into consideration, among duplicative of any other factors, their book value determined in accordance with GAAP; provided, however, that none of the following classes of Accounts shall be deemed to be U.S. Eligible Accounts: (a) Accounts that do not arise out of sales of goods or rendering of services in the ordinary course of the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s business; (b) Accounts payable other than in Dollars or that are otherwise on terms other than those normal or customary in the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s business; (c) Accounts more than ninety (90) days past original invoice date; (d) Accounts owing from any Person that is an Affiliate of a Loan Party; (e) Accounts arising out of sales to Account Debtors outside the United States and Canada, unless the Account is supported by a letter of credit (the original of which is delivered to and directly drawable by the Agent) or credit insurance satisfactory in all respects to the Agent; (f) Accounts owing from any Person from which an aggregate amount of fifty percent (50%) or more of the Accounts owing therefrom are otherwise ineligible; (g) Accounts in respect of Contra Accounts; (h) Accounts owing by a Governmental Authority (other than Municipal Government Accounts that, but for this clause (h), are U.S. Eligible Accounts), unless such Accounts are Federal Government Accounts that have been assigned to Agent in compliance with the Assignment of Claims Act; provided that Accounts that are not compliant with the Assignment of Claims Act may be included in the U.S. Borrowing Base as provided in clause (b) of the definition of U.S. Borrowing Base; (i) Accounts in excess of twenty percent (20%) of all U.S. Eligible Accounts owing from any Account Debtor or Affiliate of such account debtor whose total Accounts comprise greater than twenty percent (20%) of all U.S. Eligible Accounts. (j) Accounts owing from any Person that (i) has disputed liability for any Accounts owing from such Person or (ii) has otherwise asserted any claim, demand or liability against any Loan Party or any Subsidiary thereof, whether by action, suit, counterclaim or otherwise; 54Risk Adjustment.

Eligible Accounts. Accounts of the U.S. Borrower and the other U.S. Domiciled Loan Parties subject The term AELIGIBLE ACCOUNTS@ means those ACCOUNTS which are acceptable to the Lien of LENDER. The criteria for eligibility may be fixed and revised from time to time by the Agent, the value of which shall be determined by taking into consideration, among other factors, their book value determined LENDER in accordance with GAAP; provided, however, that none of the following classes of Accounts its discretion. An ACCOUNT in no event shall be deemed to be U.S. Eligible Accountseligible unless: (a) Accounts that do not arise out of sales of the ACCOUNT arises from goods sold or rendering of services leased in the ordinary course of business of either or both of the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s businessBORROWERS; (b) Accounts payable other than in Dollars or that are otherwise on terms other than those normal or customary in the U.S. Borrower’s delivery of the goods or the relevant U.S. Domiciled Loan Party’s businessperformance of the services has been completed; (c) Accounts no return, rejection, or repossession has occurred; (d) the goods delivered or the services performed have been finally and unconditionally accepted by the ACCOUNT DEBTOR without dispute, objection, complaint, offset, defense, counterclaim, adjustment or allowance; (e) the ACCOUNT DEBTOR'S obligation to pay the ACCOUNT is not subject to any repurchase obligation or return right, as with sales made on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval (except with respect to ACCOUNTS in connection with which 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 past original have elapsed from the billing or invoice date and no more than sixty (60) days have elapsed from the due date; (dg) Accounts owing no prior, contemporaneous, or subsequent assignment, claim, lien, or security interest, other than that of the LENDER, applies to the ACCOUNT; (h) no bankruptcy or insolvency proceedings or payment moratoriums of any kind apply to the ACCOUNT; (i) the ACCOUNT DEBTOR is not, in the LENDER=S sole opinion, unlikely to pay because of death, incompetency, disappearance, potential bankruptcy, insolvency, damage to or disposition of the goods, default, or any other reason whatsoever; (j) the LENDER has not, by notice to 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 Person that is an Affiliate of a Loan Partymaintenance or services agreements; (en) Accounts arising out the ACCOUNT is not payable from any ACCOUNT DEBTOR located outside of sales to Account Debtors outside the geographic boundaries of the United States and Canada, of America (unless the Account such ACCOUNT is supported fully secured by a letter of credit (the original of which is delivered to and directly drawable by the Agent) or credit insurance satisfactory in all respects acceptable to the AgentLENDER); (fo) Accounts owing 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 Person from which contract or agreement with any federal, state, local or foreign government unless such governmental authority is the United States of America or an aggregate amount 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 fifty percent (50%) or more of the Accounts owing therefrom are otherwise ineligible1940, as amended, and all regulations promulgated thereunder, and all other applicable federal procurement laws and regulations; (gr) Accounts in respect of Contra Accountsthe LENDER has a perfected first priority security interest therein; (hs) Accounts owing the ACCOUNT is not subject to any filed financing statement or other public lien filings by a Governmental Authority (anyone other than Municipal Government Accounts thatthe LENDER, but for this clause 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 (h), are U.S. Eligible Accounts)t) the 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 Accounts are Federal Government Accounts that have been assigned PERSON has expressly agreed to Agent in compliance with subordinate such security interest or lien to the Assignment of Claims Act; provided that Accounts that are not compliant with the Assignment of Claims Act may be included in the U.S. Borrowing Base as provided in clause (b) liens of the definition of U.S. Borrowing Base; 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) Accounts 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 twenty 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 (2010%) of all U.S. Eligible Accounts owing of the ACCOUNTS of either or both of the BORROWERS, only the portion of the aggregate amount of the ACCOUNTS from any Account Debtor or Affiliate of such account debtor whose total Accounts comprise greater than twenty that ACCOUNT DEBTOR which does not exceed ten percent (2010%) of all U.S. Eligible Accounts. of the ACCOUNTS of either or both of the BORROWERS may be eligible; and (jiii) Accounts owing from any Person that (i) has disputed liability for any Accounts owing from to the extent the ACCOUNT contains finance charges, delivery charges or sales taxes, such Person finance charges, delivery charges or (ii) has otherwise asserted any claim, demand or liability against any Loan Party or any Subsidiary thereof, whether by action, suit, counterclaim or otherwise; 54sales taxes shall not be eligible.

Eligible Accounts. Accounts of The Agent shall have the U.S. Borrower and right, in the other U.S. Domiciled Loan Parties subject to the Lien 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 value of which shall be determined by taking into consideration, among other factors, their book value determined in accordance with GAAP; provided, however, that none of the following classes of Accounts shall not be deemed to be U.S. Eligible Accounts: (a) Accounts that do any Account other than an Account arising from a completed sale (not arise out a bxxx-and-hold, undelivered sale, sale or return, consignment or sale-on-approval basis) of sales “livestock” (as defined in PASA) or of goods or rendering of services in the ordinary course of the U.S. processed pork products by Borrower’s or the relevant U.S. Domiciled Loan Party’s business; (b) Accounts payable any Account other than an Account denominated in Dollars or that are otherwise on terms other than those normal or customary in the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s businessDollars; (c) all Accounts more than ninety owing by an Account Debtor that is a meat packer in connection with the sale of “livestock” (90as defined in PASA) which are at that time unpaid for a period exceeding seven (7) days past original invoice dateafter the delivery date of the livestock related thereto; (d) all Accounts owing from any Person other than those described in the preceding clause c, which are at that is an Affiliate time unpaid for a period exceeding twenty one days (21) days after the original invoice date of a Loan Partythe original invoice related thereto; (e) Accounts arising out of sales to Account Debtors outside the United States and Canada, unless the Account is supported by a letter of credit (the original of which is delivered to and directly drawable by the Agent) or credit insurance satisfactory in all respects to the Agent; (f) Accounts owing from any Person from which by an aggregate amount of fifty Account Debtor if more than ten percent (5010%) or more of the Accounts owing therefrom by such Account Debtor are otherwise ineligibleat that time unpaid for a period exceeding that permitted by the preceding clause c or clause d, respectively; (gc) those Accounts, except Accounts owing from the Account Debtors listed on Exhibit 3A, of an Account Debtor, the aggregate face amount of which is in respect excess of Contra Accountsfive percent (5%) of the aggregate face amount of all other Eligible Accounts of all other Account Debtors; (hd) those Accounts owing by a Governmental Authority (other than Municipal Government Accounts thatfrom the United States or any department, but for this clause (h), are U.S. Eligible Accounts), agency or instrumentality thereof unless such Accounts are Federal Government Accounts that Borrower shall have been assigned to Agent in compliance with the Assignment of Claims Act; provided that Accounts that are not compliant complied with the Assignment of Claims Act to the satisfaction of the Agent; (e) Accounts which arise out of transactions with Affiliates; (f) Accounts of an 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; (g) Accounts which are or may be included in subject to rights of setoff or counterclaim by the U.S. Borrowing Base as provided in clause Account Debtor (b) to the extent of the definition amount of U.S. Borrowing Basesuch setoff or counterclaim); (h) Accounts in which the Agent does not, for any reason, have a first priority perfected security interest; and (i) Accounts which in excess the Agent’s opinion may be subject to liens or conflicting claims of twenty percent (20%) of all U.S. Eligible Accounts owing from any Account Debtor or Affiliate of such account debtor whose total Accounts comprise greater than twenty percent (20%) of all U.S. Eligible Accounts. (j) Accounts owing from any Person that (i) has disputed liability for any Accounts owing from such Person or (ii) has otherwise asserted any claim, demand or liability against any Loan Party or any Subsidiary thereofownership, whether such liens or conflicting claims are asserted or could be asserted by action, suit, counterclaim or otherwise; 54any Person.

Eligible Accounts. The words "Eligible Accounts" mean, at any time, all of Borrower's Accounts which contain selling terms and conditions acceptable to Lender. The net income of any Eligible Account against which Borrower may borrow shall exclude all returns, discounts, credits, and offsets of any nature. Unless otherwise agreed to by Lender in writing, Eligible Accounts do not include: (i) Accounts with respect to which the Account Debtor is an officer, an employee or agent of Borrower; (ii) Accounts with respect to which the Account Debtor is 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 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 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 U.S. Borrower and assets of such Account Debtor; or who had made an assignment for the other U.S. Domiciled Loan Parties subject benefit of creditors or has become insolvent or fails generally to the Lien of the Agent, the value of which shall be determined by taking into consideration, among other factors, their book value determined in accordance with GAAPpay its debts (including its payrolls) as such debts become due; provided, however, that none of the following classes of Accounts shall be deemed to be U.S. Eligible Accounts: (aix) Accounts that do which had not arise out of sales of goods or rendering of services been paid in the ordinary course of the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s business; full within sixty (b) Accounts payable other than in Dollars or that are otherwise on terms other than those normal or customary in the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s business; (c) Accounts more than ninety (9060) days past original from the invoice date; (dx) Datings; Progress Xxxxxxxx; Retainages; Cash Sales; C.O.D.; Service Charges; (xi) any Account of an Account Debtor that is not a resident of the United States, Puerto Rico, and Canada; or (xii) Accounts owing from any Person that is an Affiliate of a Loan Party; (e) Accounts arising out of sales to Account Debtors outside the United States and Canada, unless the Account is supported by a letter of credit (the original of which is delivered to and directly drawable by the Agent) or credit insurance satisfactory in all respects to the Agent; (f) Accounts owing from any Person from which an aggregate amount of fifty percent (50%) or more of the Accounts owing therefrom are otherwise ineligible; (g) Accounts in respect of Contra Accounts; (h) Accounts owing by a Governmental Authority (other than Municipal Government Accounts that, but for this clause (h), are U.S. Eligible Accounts), unless such Accounts are Federal Government Accounts that have been assigned to Agent in compliance with the Assignment of Claims Act; provided that Accounts that are not compliant with the Assignment of Claims Act may be included in the U.S. Borrowing Base as provided in clause (b) of the definition of U.S. Borrowing Base; (i) Accounts in excess of twenty percent (20%) of all U.S. Eligible Accounts owing from any Account Debtor or Affiliate of such account debtor whose total Accounts comprise greater than twenty percent (20%) of all U.S. Eligible Accounts. (j) Accounts owing from any Person that (i) has disputed liability for any Accounts owing from such Person or (ii) has otherwise asserted any claim, demand or liability against any Loan Party or any Subsidiary thereof, whether by action, suit, counterclaim or otherwise; 54Collateral.

Eligible Accounts. All Accounts of the U.S. Borrower and the other U.S. Domiciled Loan Parties subject to the Lien of the Agent, the value of which shall be determined by taking into consideration, among other factors, their book value determined in accordance with GAAP; provided, however, that none meeting all of the following classes of Accounts shall be deemed to be U.S. Eligible Accountsspecifications: (ai) Accounts that do not arise out the Account is lawfully and exclusively owned by Borrower and subject to no Lien (other than Permitted Liens, if applicable, and Liens granted under this Agreement) and Borrower has the right of sales of goods or rendering of services in assignment thereof and the ordinary course of the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s businesspower to grant a security interest therein; (bii) Accounts payable other than in Dollars or that are otherwise on terms other than those normal or customary in the U.S. Borrower’s or Account is valid and enforceable representing the relevant U.S. Domiciled Loan Party’s business; (c) Accounts undisputed indebtedness of an Account Debtor not more than ninety (90) days past the original invoice datedate and does not represent a rebilling; (diii) not more than 50% of the aggregate balance of all Accounts owing from any Person that is an Affiliate of a Loan PartyAccount Debtor obligated on the Account are outstanding more than ninety (90) days past their original invoice dates (excluding Accounts arising under Prime Government Contracts); (eiv) Accounts arising out of sales to Account Debtors outside the United States and Canada, unless the Account is supported by a letter not subject to any asserted defense, set-off, or counterclaim, deduction, discount, credit, chargeback, freight claim, allowance or adjustment of credit any kind; (v) the original Account is net of which is delivered to and directly drawable by the Agent) or credit insurance satisfactory in all respects any portion thereof attributable to the Agent; (f) Accounts owing from any Person from which an aggregate amount sale of fifty percent (50%) or more of the Accounts owing therefrom are otherwise ineligible; (g) Accounts in respect of Contra Accounts; (h) Accounts owing by a Governmental Authority (other than Municipal Government Accounts that, but for this clause (h), are U.S. Eligible Accounts), unless such Accounts are Federal Government Accounts goods that have been assigned returned, rejected, lost or damaged; (vi) if the Account arises from the sale of goods by Borrower, such sale was an absolute sale and not on consignment or on approval or on a sale-or-return basis nor subject to Agent any other repurchase or return agreement, and such goods have been shipped to the Account Debtor or its designee; (vii) if the Account arises from the performance of services, such services have actually been performed; (viii) the Account arose in compliance with the Assignment ordinary course of Claims ActBorrower’s business; provided (ix) no notice of the bankruptcy, receivership, reorganization, liquidation, dissolution, or insolvency of the Account Debtor has been received by Lender or Borrower; (x) the Account is an Account for which Xxxxxx believes that Accounts that are the validity, enforceability or collection of the Account is not compliant invalid or otherwise impaired; (xi) the Account Debtor is not a Subsidiary or Affiliate of any Borrower; (xii) 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 may be included in the U.S. Borrowing Base as provided in clause (b) of the definition of U.S. Borrowing Baseif required hereunder or requested by Xxxxxx; (ixiii) the Account is not an Account of an Account Debtor having its principal place of business or executive office outside the United States, unless the payment of such Account is guaranteed by an irrevocable letter of credit or credit insurance in each case reasonably satisfactory to Lender; (xiv) the Account is 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 all material respects ​ with all applicable laws, rules and regulations of any Governmental Authority; and (xvi) the Account meets such other reasonable specifications and requirements which may from time to time be established by Lender. Eligible Accounts shall not include At-Risk Work, cost overruns, progress payments, costs incurred in excess of twenty percent (20%) approved or allowed billing rates, rebillings or retainages, Accounts arising out of all U.S. 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 finance charges for past due balances or debit memos. ​ Eligible Accounts owing from any Commercial Account Debtor or Affiliate of such account debtor whose total Accounts comprise greater than twenty percent (20%) of all U.S. - An Eligible AccountsAccount that is not an Eligible Government Account. (j) Accounts owing from any Person that (i) has disputed liability for any Accounts owing from such Person or (ii) has otherwise asserted any claim, demand or liability against any Loan Party or any Subsidiary thereof, whether by action, suit, counterclaim or otherwise; 54​

Eligible Accounts. Eligible Accounts" include all of Borrowers' Accounts other than the following, unless approved in writing by Administrative Agent in each case: (i) any Account with respect to which Administrative Agent does not have a valid and enforceable, perfected first priority Security Interest; (ii) any Account which remains unpaid as of 90 days after the original date of the applicable invoice, including, without limitation any Lease-in-Process Inventory; (iii) any Account of a single Account Debtor if 50% or more of the balances due on all Accounts of the U.S. Borrower and the other U.S. Domiciled Loan Parties subject to the Lien of the Agent, the value of which shall be determined by taking into consideration, among other factors, their book value determined in accordance with GAAP; provided, however, that none of the following classes of Accounts shall be deemed to be U.S. Eligible Accounts: such Account Debtor are ineligible under clause (ai) Accounts that do not arise out of sales of goods or rendering of services in the ordinary course of the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s business(ii); (biv) Accounts payable other than in Dollars any Account with respect to which the Account Debtor is a Borrower, a Subsidiary or that are otherwise on terms other than those normal an Affiliate thereof or customary in the U.S. Borrower’s an employee or the relevant U.S. Domiciled Loan Party’s businessofficer of Borrower or any Subsidiary or Affiliate thereof; (cv) Accounts more than ninety (90) days past original invoice date; (d) Accounts owing from any Person that is an Affiliate of a Loan Party; (e) Accounts arising out of sales Account with respect to which the Account Debtors outside Debtor does not maintain its chief executive office within the United States and Canadaany Account with respect to which the Account Debtor is the government of any foreign country or any municipality or other political subdivision thereof, unless or any department, agency, public corporation or other instrumentality thereof; (vi) any Account which is created from the rental or lease of any Inventory not owned by Borrower; (vii) any Account with respect to goods or services whose delivery or performance has been rejected by the Account Debtor or whose earlier acceptance has been revoked; (viii) any Account arising from the delivery of goods or performance of services for which an invoice has not been sent to the Account Debtor within ten days after such delivery or performance; (ix) any Account owing by an Account Debtor that is the subject of a bankruptcy or 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) except Lease-in-Process Inventory, any Account with respect to which the Account Debtor's obligation to pay the Account is supported by conditional upon the Account Debtor's approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a letter of credit (the original of which is delivered to and directly drawable by the Agent) or credit insurance satisfactory in all respects to the Agent; (f) Accounts owing from any Person from which an aggregate amount of fifty percent (50%) or more of the Accounts owing therefrom are otherwise ineligible; (g) Accounts in respect of Contra Accounts; (h) Accounts owing by a Governmental Authority (other than Municipal Government Accounts thatbill-and-hold, but for this clause (h)guarantied xxxe, are U.S. Eligible Accounts)sale-and-return, unless such Accounts are Federal Government Accounts that have been assigned to Agent in compliance with the Assignment of Claims Act; provided that Accounts that are not compliant with the Assignment of Claims Act may be included in the U.S. Borrowing Base as provided in clause (b) of the definition of U.S. Borrowing Base; (i) Accounts in excess of twenty percent (20%) of all U.S. Eligible Accounts owing from any Account Debtor or Affiliate of such account debtor whose total Accounts comprise greater than twenty percent (20%) of all U.S. Eligible Accounts. (j) Accounts owing from any Person that (i) has disputed liability for any Accounts owing from such Person or (ii) has otherwise asserted any claim, demand or liability against any Loan Party or any Subsidiary thereof, whether by action, suit, counterclaim or otherwise; 54sale on approval

Eligible Accounts. 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 U.S. Borrower and the other U.S. Domiciled Loan Parties subject Borrowing Base at any particular time (such eligible accounts being referred to the Lien of the Agentas "Eligible Accounts"). Without limiting FBS Ag Credit's right to determine that Accounts do not constitute Eligible Accounts, the value of which shall be determined by taking into consideration, among other factors, their book value determined in accordance with GAAP; provided, however, that none of the following classes of Accounts shall not be deemed to be U.S. Eligible Accounts: (a) all Accounts which are at that do not arise out of sales of goods or rendering of services in time unpaid for a period exceeding sixty (60) days after the ordinary course original invoice date of the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s businessoriginal invoice related thereto; (b) Accounts payable other than in Dollars or that are otherwise on terms other than those normal or customary in the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s business; (c) Accounts more than ninety (90) days past original invoice date; (d) Accounts owing from any Person that is an Affiliate of a Loan Party; (e) Accounts arising out of sales to Account Debtors outside the United States and Canada, unless the Account is supported by a letter of credit (the original of which is delivered to and directly drawable by the Agent) or credit insurance satisfactory in all respects to the Agent; (f) Accounts owing from any Person from which an aggregate amount of fifty percent (50%) or more of the Accounts owing therefrom are otherwise ineligible; (g) Accounts in respect of Contra Accounts; (h) Accounts owing by a Governmental Authority (other than Municipal Government Accounts that, but for this clause (h), are U.S. Eligible Accounts), unless such Accounts are Federal Government Accounts that have been assigned to Agent in compliance with the Assignment of Claims Act; provided that Accounts that are not compliant with the Assignment of Claims Act may be included in the U.S. Borrowing Base as provided in clause (b) of the definition of U.S. Borrowing Base; (i) Accounts in excess of twenty percent (20%) of all U.S. Eligible Accounts owing from any an Account Debtor or Affiliate of such account debtor whose total Accounts comprise greater if more than twenty percent (20%) of all U.S. Eligible the Accounts owing by such Account Debtor are at that time unpaid for a period exceeding sixty (60) days after the invoice due date of the original invoice related thereto; (c) those Accounts. (j) , except Accounts owing from any Person the Account Debtors listed on Exhibit 3A, of an Account Debtor, the aggregate face amount of ---------- which is in excess of five percent (5%) of the aggregate face amount of all other Eligible Accounts of all Account Debtors; (d) Accounts which arise out of transactions with Affiliates; (e) Accounts of an Account Debtor that are located outside the United States, unless such Accounts are covered by a letter of credit issued or confirmed by a bank acceptable to FBS Ag Credit; (if) has disputed liability for any Accounts owing from such Person which are or may be subject to rights of setoff or counterclaim by the Account Debtor; and (iig) has otherwise asserted any claim, demand Accounts which in FBS Ag Credit's opinion may be subject to liens or liability against any Loan Party or any Subsidiary thereofconflicting claims of ownership, whether such liens or conflicting claims are asserted or could be asserted by actionany Person. In the event that Accounts previously included in the Borrowing Base cease to be Eligible Accounts, suitBorrower shall promptly pay to FBS Ag Credit an amount sufficient to ensure that the Liabilities, counterclaim or otherwise; 54other than the Liabilities evidenced by the Line of Credit Note, shall at no time exceed the then current Borrowing Base.

Eligible Accounts. All Accounts of Borrower and each Guarantor meeting all of the U.S. following specifications: (i) the Account is lawfully and exclusively owned by Borrower and such Guarantor, as the case may be and subject to no Lien (other than Permitted Liens, if applicable, and Liens granted under this Agreement) and Borrower and such Guarantor has the right of 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 other U.S. Domiciled Loan Parties Guarantors then outstanding; (v) the Account is not subject to any defense, set-off, or counterclaim, deduction, discount, credit, chargeback, freight claim, allowance or adjustment of any kind; (vi) such sale was an absolute sale and not on consignment or on approval or on a sale-or-return basis nor subject to any other repurchase or return agreement, and such goods have been shipped to the Lien Account Debtor or its designee; (vii) no notice of the Agentbankruptcy, receivership, reorganization, liquidation, dissolution, or insolvency of the Account Debtor has been received by Lender or Borrower or such Guarantor; (viii) the Account is an Account for which Lender believes that the validity, enforceability or collection of the Account is not invalid or otherwise impaired; (ix) the Account Debtor is not a Subsidiary or Affiliate of Borrower or such Guarantor; (x) the Account is not an Account of an Account Debtor having its principal place of business or executive office outside the United States, unless the payment of such Account is guaranteed by an irrevocable letter of credit satisfactory to Lender or by credit insurance, satisfactory to Lender; and (xi) 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 exceed five percent (5%) of aggregate Eligible Accounts. Eligible Inventory - Any and all Inventory of Borrower and each Guarantor located at Borrower's places of business shown on Schedule 5.2 attached hereto and made part hereof (and for which shall location Lender has received a landlord, warehouse or mortgagee waiver as determined by, and in form and substance satisfactory to, Lender), which (i) is not subject to any Lien (other than Liens granted under this Agreement and Permitted Liens, if applicable); (ii) is not slow moving, damaged, obsolete or unmerchantable; (iii) is not Inventory held on consignment; (iv) is not Inventory in-transit unless such Inventory (A) is in transit to one of Borrower's and such Guarantor’s places of business shown on Schedule 5.2, (B) is owned by Borrower or such Guarantor, as the case may be, (C) is insured to the full value thereof, and (D) is subject to negotiable bills of lading endorsed to, or non-negotiable bills of lading issued in the name of Lender; and (v) meets such other reasonable specifications and requirements which may from time to time be determined established by taking into considerationLender. Notwithstanding anything to the contrary herein, among other factors, their book value determined in accordance with GAAP; provided, however, that none Inventory in-transit to the Borrower from locations outside of the following classes United States of Accounts America shall be deemed Eligible Inventory as long as the Borrower has taken title to be U.S. Eligible Accounts: (a) Accounts that do not arise out such Inventory and has provided satisfactory evidence thereto to the Lender, such Inventory has been insured to the full value thereof on terms and conditions reasonably satisfactory to the Lender and the Lender has been named loss payee with respect to 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 sales liability regulating, relating to or imposing liability or standards of goods or rendering of services in the ordinary course conduct concerning pollution, protection of the U.S. Borrower’s environment, or the relevant U.S. Domiciled Loan Party’s business; (b) Accounts payable other than in Dollars impact of pollutants, contaminants or that are otherwise toxic or hazardous substances on terms other than those normal or customary in the U.S. Borrower’s human health or the relevant U.S. Domiciled Loan Party’s business; (c) Accounts more than ninety (90) days past original invoice date; (d) Accounts owing environment, as now or may at any time hereafter be in effect from any Person that is an Affiliate time to time. ERISA - The Employee Retirement Income Security Act of a Loan Party; (e) Accounts arising out of sales to Account Debtors outside 1974, as the United States and Canada, unless the Account is supported by a letter of credit (the original of which is delivered to and directly drawable by the Agent) or credit insurance satisfactory in all respects to the Agent; (f) Accounts owing from any Person from which an aggregate amount of fifty percent (50%) or more of the Accounts owing therefrom are otherwise ineligible; (g) Accounts in respect of Contra Accounts; (h) Accounts owing by a Governmental Authority (other than Municipal Government Accounts that, but for this clause (h), are U.S. Eligible Accounts), unless such Accounts are Federal Government Accounts that have been assigned to Agent in compliance with the Assignment of Claims Act; provided that Accounts that are not compliant with the Assignment of Claims Act same may be included in the U.S. Borrowing Base as provided in clause (b) of the definition of U.S. Borrowing Base; (i) Accounts in excess of twenty percent (20%) of all U.S. Eligible Accounts owing effect, from any Account Debtor or Affiliate of such account debtor whose total Accounts comprise greater than twenty percent (20%) of all U.S. Eligible Accounts. (j) Accounts owing from any Person that (i) has disputed liability for any Accounts owing from such Person or (ii) has otherwise asserted any claim, demand or liability against any Loan Party or any Subsidiary thereof, whether by action, suit, counterclaim or otherwise; 54time to time.

Eligible Accounts. All Accounts of any Borrower meeting all of the U.S. ----------------- following specifications: (i) the Account is lawfully and exclusively owned by such Borrower and the other U.S. Domiciled Loan Parties subject to no Lien other than Liens of Lender, and such Borrower has the Lien right of assignment thereof and the Agentpower 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 value sale or lease of which shall be determined by taking into considerationhas given rise to the Account, among other factorshas been returned, their book value determined in accordance with GAAPrejected, lost or damaged; provided, however, that none of (v) if the following classes of Accounts shall be deemed to be U.S. Eligible Accounts: (a) Accounts that do not arise out of sales Account arises from the sale of goods by such Borrower, such sale was an absolute sale and not on consignment or rendering 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 the U.S. such Borrower’s or the relevant U.S. Domiciled Loan Party’s 's business; (bviii) Accounts payable other than in Dollars no notice of the bankruptcy, receivership, reorganization, liquidation, dissolution, or that are otherwise on terms other than those normal insolvency of the Account Debtor has been received by Lender or customary in the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s business; (cix) 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 original their invoice date; (dxiv) Accounts owing from any Person that is an Affiliate of a Loan Party; (e) Accounts arising out of sales to Account Debtors outside the United States and Canada, unless the Account is supported 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 a letter Lender. Eligible Accounts shall not include that portion of credit 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 original validity, enforceability, lien priority, performance, or collectibility of which is delivered to and directly drawable by the Agent) or credit insurance satisfactory in all respects other criteria applicable to the Agent; (fAccount) Accounts owing from any Person from which an aggregate amount Account of fifty percent (50%) or more a foreign Account Debtor as an Eligible Account where such Account would not otherwise meet the requirements of the Accounts owing therefrom are otherwise ineligible; (g) Accounts in respect of Contra Accounts; (h) Accounts owing by a Governmental Authority (other than Municipal Government Accounts that, but for this clause (h), are U.S. Eligible Accounts), unless such Accounts are Federal Government Accounts that have been assigned to Agent in compliance with the Assignment of Claims Act; provided that Accounts that are not compliant with the Assignment of Claims Act may be included in the U.S. Borrowing Base as provided in clause (bx) of the definition of U.S. Borrowing Base; (i) Accounts in excess of twenty percent (20%) of all U.S. Eligible Accounts owing from any Account Debtor or Affiliate of such account debtor whose total Accounts comprise greater than twenty percent (20%) of all U.S. Eligible Accounts. (j) Accounts owing from any Person that (i) has disputed liability for any Accounts owing from such Person or (ii) has otherwise asserted any claim, demand or liability against any Loan Party or any Subsidiary thereof, whether by action, suit, counterclaim or otherwise; 54above.

Eligible Accounts. The Agent shall have the sole right, in its ----------------- discretion, to determine which Accounts of the U.S. Borrower and the other U.S. Domiciled Loan Parties subject to the Lien of are eligible ("Eligible Accounts"). In ----------------- addition, without limiting the Agent's discretion, unless otherwise agreed by the Agent in writing, the value of which shall be determined by taking into consideration, among other factors, their book value determined in accordance with GAAP; provided, however, that none of the following classes of Accounts shall be deemed to be U.S. are not Eligible Accounts: (a) Accounts that do not arise out of sales of goods which remain unpaid more than sixty (60) days from the stated due date or rendering of services more than 120 days from the invoice date, in each case based upon the ordinary course of the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s businessend-of-the-month aging; (b) Accounts payable other than in Dollars or that are otherwise on terms other than those normal or customary in the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s business; (c) Accounts more than ninety (90) days past original invoice date; (d) all Accounts owing from any Person that is an Affiliate of a Loan Party; (e) Accounts arising out of sales to Account Debtors outside the United States and Canada, unless the Account is supported by a letter of credit (the original of which is delivered to and directly drawable by the Agent) or credit insurance satisfactory in all respects to the Agent; (f) Accounts owing from any Person from which an aggregate amount of single Account Debtor, including currently scheduled Accounts, if fifty percent (50%) or more of the balance owing by such Account Debtor to the Borrower is ineligible for any reason; (c) Accounts owing therefrom are otherwise ineligiblewith respect to which the Account Debtor is a director, officer, employee, Subsidiary or Affiliate of the Borrower; (d) Accounts with respect to which the Account Debtor is the United States of America or any department, agency or instrumentality thereof, unless the Borrower assigns its right to payment of such Accounts to the Agent pursuant to, and in full compliance with, the Assignment of Claims Act of 1940, as amended; (e) Accounts with respect to which the Account Debtor is not a 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 respect the exercise of Contra Accountsits discretion; (h) Accounts owing by with respect to which the Agent does not have a Governmental Authority (other than Municipal Government Accounts that, but for this clause (h), are U.S. Eligible Accounts), unless such Accounts are Federal Government Accounts that have been assigned to Agent in compliance with the Assignment of Claims Act; provided that Accounts that are not compliant with the Assignment of Claims Act may be included in the U.S. Borrowing Base as provided in clause (b) of the definition of U.S. Borrowing Basefirst and valid fully perfected security interest; (i) Accounts in excess of twenty percent (20%) of all U.S. Eligible Accounts owing from any with respect to which the Account Debtor is the subject of bankruptcy or Affiliate a similar insolvency proceeding or has made an assignment for the benefit of such account debtor creditors or whose total Accounts comprise greater than twenty percent (20%) of all U.S. Eligible Accounts. assets have been conveyed to a receiver or trustee; (j) Accounts owing from 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 Person 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 disputed liability for any Accounts owing from received a certificate of authority to do business, and is in good standing, in such Person state, or (ii) has otherwise asserted any claim, demand filed a Notice of Business Activities Report (or liability against any Loan Party 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 Subsidiary thereofportion of the Inventory the sale of which gave rise to such Accounts; and (o) Accounts with respect to which any document or agreement executed or delivered in connection therewith, whether by actionor any procedure used in connection with any such document or agreement, suitfails in any material respect to comply with the requirements of applicable law, counterclaim or otherwise; 54with respect to which any representation or warranty contained in this Agreement is untrue. If the Borrower determines that a previously scheduled Eligible Account ceases to be an Eligible Account under any of the above described criteria, the Borrower shall notify the Agent thereof at the earliest reasonable opportunity.

Eligible Accounts. Eligible Accounts" is that portion of Borrower's Accounts (and shall not include Instruments, Chattel Paper or General Intangibles) arising from the sale and delivery of Inventory or from services rendered by Borrower in the ordinary course of Borrower's business that Lender determines, in Lender's sole discretion, is to be included in the calculation of the U.S. Borrower and the other U.S. Domiciled Loan Parties 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; (ii) is evidenced by an invoice or other evidence satisfactory to Lender; (iii) is unconditionally due and payable in U.S. dollars; and (iv) conforms to the Lien of the Agentwarranties regarding Accounts contained in this Agreement. Without limiting Lender's absolute discretion, the value of which shall following Accounts will not be determined by taking into consideration, among other factors, their book value determined in accordance with GAAP; provided, however, that none of the following classes of Accounts shall be deemed to be U.S. Eligible Accounts: (a) Accounts that do not arise out of sales of goods or rendering of services in the ordinary course of the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s businessare unpaid more than sixty (60) days from their respective original due dates; (b) Accounts payable other than in Dollars or that are otherwise on terms other than those normal or customary in the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s business; (c) Accounts unpaid more than ninety (90) days past from their respective original invoice datedates; (c) Accounts relating to any Account Debtor, or affiliated group of Account Debtors, for which 50% or more of the dollar 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; (d) Except to the extent otherwise permitted with respect to Account Debtors listed in Schedule 1.2 attached hereto (as such schedule may be amended from time to time by a writing signed by Lender), Accounts owing from any Person that owed by an Account Debtor, or affiliated group of Account Debtors, which is an Affiliate obligated to Borrower respecting Accounts, the aggregate unpaid balance of a Loan Partywhich exceeds the lesser of $500,000 or the Maximum Concentration Percentage set forth on Schedule A of the aggregate unpaid balance of all otherwise Eligible Accounts owed to Borrower at such time by all of Borrower's Account Debtors, but only to the extent of such excess; (e) Accounts arising out owed by an Account Debtor to which Borrower is indebted in any way, or which is subject to any contra account or any right of sales to Account Debtors outside the United States and Canada, unless setoff or recoupment by the Account is supported by a letter of credit (the original of which is delivered to and directly drawable by the Agent) or credit insurance satisfactory in all respects to the AgentDebtor; (f) Accounts owing from relating to any Person from which an aggregate amount Account Debtor who has, or claims to have, any defense, right of fifty percent (50%) set-off or more of the Accounts owing therefrom are otherwise ineligiblecounterclaim; (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 respect any state requiring that Borrower qualify to do business in such state or file a Notice of Contra AccountsBusiness 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 owing by 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 Governmental Authority "Borrower Affiliate"); (other than Municipal Government i) Accounts thatfor which the Account Debtor is the government of the United States of America, but for this clause (h)any state, are U.S. Eligible Accounts)or any political subdivision of either of the foregoing, unless Borrower assigns its right to payment of such Accounts are Federal Government Accounts that have been assigned to Agent Lender in compliance with the Assignment provisions of Claims Act; provided that Accounts that are not compliant with the Assignment of Claims Act may be included of 1940 (the "ACA") or any other applicable laws and the governmental entity acknowledges such assignment in the U.S. Borrowing Base as provided in clause (b) of the definition of U.S. Borrowing Basewriting; (i) Accounts in excess of twenty percent (20%) of all U.S. Eligible Accounts owing from any Account Debtor or Affiliate of such account debtor whose total Accounts comprise greater than twenty percent (20%) of all U.S. Eligible Accounts. (j) Accounts owing arising from the sale of Goods or rendition of services by Borrower to any Person Account Debtor purchasing such Goods or services primarily for personal, family or household purposes, or on a sale or return or other conditional basis; (k) Accounts for which the Account Debtor's financial condition is unsatisfactory to Lender or for which the Account Debtor is the subject of bankruptcy, insolvency, receivership or other similar proceedings; (l) Accounts that (i) has disputed liability for any Accounts owing arise from such Person or uncompleted performance on the part of Borrower, (ii) has otherwise asserted constitute progress billings, advance billings, any claimretention amxxxx xx retainage, demand (xxx) xre a guaranteed sale, a sale and return, or liability against any Loan Party other repurchase or any Subsidiary thereofreturn basis; (iv) are a "bill and hold" or involve a sale of Goods, whether axx xll such Goods have not been lawfully shipped and invoiced to the Account Debtor (or if requested by actionLender, suitcopies of all invoices, counterclaim together with all shipping documents and delivery receipts evidencing such shipment have not been delivered to Lender) or otherwise(v) arise from an Account Debtor to whom Goods or services are provided on a "cash on delivery" or C.O.D. basis; 54(m) Accounts that Lender believes are, or will be, impaired as the result of actual or potential liens, claims or other risks; or (n) Accounts for which the Virginia Department of Transportation is the Account Debtor.

Eligible Accounts. Accounts of the U.S. Borrower and the other U.S. Domiciled Loan Parties subject to the Lien of the AgentTo be an Eligible Account, the value of which shall be determined by taking into consideration, among other factors, their book value determined in accordance with GAAP; provided, however, that none an Account must meet all of the following classes of Accounts shall be deemed to be U.S. Eligible Accountsrequirements and conditions, unless waived in writing by Purchaser: (a) Accounts that do the Account has not arise out 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 sales any lien, claim, charge, security interest, or other encumbrance of any kind; (c) all goods sold or rendering of services provided to create the Account have been sold or provided in the ordinary course of the U.S. BorrowerSeller’s or the relevant U.S. Domiciled Loan Party’s business; (b) Accounts payable other than business and in Dollars or that are otherwise on terms other than those normal or customary in the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s business; (c) Accounts more than ninety (90) days past original invoice dateaccordance with all applicable laws, rules, regulations, and ordinances; (d) Accounts owing from any Person that the Account is an Affiliate a valid, genuine, and enforceable obligation of a Loan Partythe Account Debtor as specified on the records and invoices of Seller; (e) Accounts arising out of sales 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 Account Debtors outside the United States and Canada, unless the Account is supported by a letter of credit (the original of which is delivered Purchaser prior to and directly drawable by the Agent) or credit insurance satisfactory in all respects to the AgentPurchase; (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 free of all disputes by the Account Debtor; (j) the Account is not owing from by any Person from to which Seller is indebted; (k) the Account is not owing by an aggregate employee, agent, officer, or director of Seller; (l) the Account is not owing by a parent, subsidiary, sister company, or other company related to or anyhow affiliated with Seller; (m) the Account Debtor has a credit rating satisfactory to Purchaser and the Account Debtor is located or authorized to do business in the United States; (n) no proceeding has been commenced or petition filed under any bankruptcy or insolvency law by or against the Account Debtor; (o) no receiver, trustee, or custodian has been appointed for any part of the property of the Account Debtor, and no property of the Account Debtor has been assigned for the benefit of creditors; (p) neither the Account nor any invoice, credit application, xxxx, billing memorandum, correspondence, or any other document evidencing the Account provides for the collection of any payment in excess of the maximum amount of fifty allowed by usury or other applicable law; (q) the Account is not beyond the Late Payment Date; (r) the Account is not owing by an Account Debtor with twenty-five percent (5025%) 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 therefrom by such Account Debtor in excess of such Concentration Percentage are otherwise ineligible; (g) Accounts in respect of Contra not Eligible Accounts; (ht) Accounts owing the Account will be evidenced by one or more legible Invoices having at a Governmental Authority (other than Municipal Government Accounts thatminimum and without limitation, but for this clause (h), are U.S. Eligible Accounts), unless such Accounts are Federal Government Accounts that have been assigned to Agent in compliance with the Assignment of Claims Act; provided that Accounts that are not compliant with the Assignment of Claims Act may be included in the U.S. Borrowing Base as provided in clause (b) of the definition of U.S. Borrowing Base; (i) Accounts in excess of twenty percent (20%) of all U.S. Eligible Accounts owing from any Account Debtor or Affiliate of such account debtor whose total Accounts comprise greater than twenty percent (20%) of all U.S. Eligible Accounts. (j) Accounts owing from any Person that (i) has disputed liability for any Accounts owing from such Person or Seller’s name, (ii) has otherwise asserted any claiman Invoice number, demand (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 liability against any Loan Party or any Subsidiary thereofload number, whether and (ix) such other documentation, including, without limitation, the original Invoice, as may be required by action, suit, counterclaim or otherwise; 54Purchaser.

Eligible Accounts. Accounts of the U.S. Borrower and the other U.S. Domiciled Loan Parties subject The term "ELIGIBLE ACCOUNTS" means those ACCOUNTS which are acceptable to the Lien of LENDER. The criteria for eligibility may be fixed and revised from time to time by the Agent, the value of which shall be determined by taking into consideration, among other factors, their book value determined LENDER in accordance with GAAP; provided, however, that none of the following classes of Accounts its discretion. An ACCOUNT in no event shall be deemed to be U.S. Eligible Accountseligible unless: (a) Accounts that do not arise out of sales of the ACCOUNT arises from goods sold or rendering of leased or from services performed in the ordinary course of business of the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s businessBORROWER; (b) Accounts payable other than in Dollars or that are otherwise on terms other than those normal or customary in the U.S. Borrower’s delivery of the goods or the relevant U.S. Domiciled Loan Party’s businessperformance of the services has been completed; (c) Accounts no return, rejection, or repossession has occurred; (d) the goods delivered or the services performed have been finally and unconditionally accepted by the ACCOUNT DEBTOR without dispute, objection, complaint, offset, defense, counterclaim, adjustment or allowance; (e) the ACCOUNT DEBTOR'S obligation to pay the ACCOUNT is not subject to any repurchase obligation or return right, as with sales made on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval (xxcept with respect to ACCOUNTS in connection with which ACCOUNT DEBTORS are entitled to return INVENTORY solely on the basis of the quality of such INVENTORY) or consignment basis; (f) no more than ninety (90) days past original have elapsed from the billing or invoice date; date and no more than sixty (d60) Accounts owing days have elapsed from any Person that the due date unless such ACCOUNT has the benefit of credit insurance and is owed by an Affiliate ACCOUNT DEBTOR located outside of a Loan Party; (e) Accounts arising out of sales to Account Debtors outside the United States and Canadaof 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 Account extent such ACCOUNT is supported secured by a letter of credit (the original of which is delivered to and directly drawable by the Agent) or credit insurance satisfactory in all respects acceptable to the AgentLENDER); (fn) Accounts owing 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 Person from which an aggregate amount of fifty percent (50%) contract or more of the Accounts owing therefrom are otherwise ineligible; (g) Accounts in respect of Contra Accounts; (h) Accounts owing by a Governmental Authority (other than Municipal Government Accounts thatagreement with any federal, but for this clause (h)state, are U.S. Eligible Accounts), local or foreign government unless such Accounts are Federal Government Accounts that have been assigned governmental authority is the United States of America or an agency or representative thereof and the LENDER has obtained full compliance to Agent in compliance its complete satisfaction with all provisions necessary to protect the Assignment of Claims Act; provided that Accounts that are not compliant with the LENDER'S interests under The Assignment of Claims Act may of 1940, as amended, and all regulations promulgated thereunder, and all other applicable federal procurement laws and regulations; and (q) the LENDER has a perfected first priority security interest therein. An ACCOUNT which otherwise satisfies the LENDER'S criteria for eligibility shall also be included in subject to the U.S. Borrowing Base as provided in clause (b) of the definition of U.S. Borrowing Base; following eligibility limitations: (i) Accounts if the ACCOUNT is payable by an ACCOUNT DEBTOR to whom the BORROWER owes money, only the portion of the ACCOUNT in excess of twenty the amount owed by the BORROWER 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 (2010%) of all U.S. Eligible Accounts owing of the ACCOUNTS of the BORROWER, only the portion of the aggregate amount of the ACCOUNTS from any Account Debtor or Affiliate of such account debtor whose total Accounts comprise greater than twenty that ACCOUNT DEBTOR which does not exceed ten percent (2010%) of all U.S. Eligible Accounts. of the ACCOUNTS of the BORROWER may be eligible; and (jiii) Accounts owing from any Person that (i) has disputed liability for any Accounts owing from to the extent the ACCOUNT includes a separately billed finance charges, such Person or (ii) has otherwise asserted any claim, demand or liability against any Loan Party or any Subsidiary thereof, whether by action, suit, counterclaim or otherwise; 54finance charges are not eligible.

Eligible Accounts. Eligible Accounts" shall mean all Accounts of the U.S. Borrower and the other U.S. Domiciled Loan Parties subject to the Lien each of the Agent, Borrowers other than the value of which shall be determined by taking into consideration, among other factors, their book value determined in accordance with GAAP; provided, however, that none of the following classes of Accounts shall be deemed to be U.S. Eligible Accountsfollowing: (ai) Accounts that do not arise out which remain unpaid as of sales of goods or rendering of services in the ordinary course of the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s business; (b) Accounts payable other than in Dollars or that are otherwise on terms other than those normal or customary in the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s business; (c) Accounts more than ninety (90) days past after the date of the original invoice datewith respect thereto; (dii) all Accounts owing from any Person that is an Affiliate of a Loan Party; (e) Accounts arising out of sales to Account Debtors outside the United States and Canada, unless the Account is supported by a letter of credit (the original of which is delivered to and directly drawable by the Agent) or credit insurance satisfactory in all respects to the Agent; (f) Accounts owing from any Person from which an aggregate amount of single Account Debtor, including a currently scheduled Account, if fifty percent (50%) or more of the Accounts balance owing therefrom are otherwise ineligibleby such Account Debtor is ineligible by reason of the criterion set forth in this SUBSECTION 3.2, except CLAUSES (XII) and (XVIII); (giii) Accounts in with respect to which the Account Debtor is an Affiliate of Contra Accountsany Borrower or a director, officer or employee of any Borrower or its Affiliates; (hiv) Accounts owing by with respect to which the Account Debtor is a Governmental Authority (other than Municipal Government Accounts that, but for this clause (h), are U.S. Eligible Accounts), or prime contractor thereof unless such Accounts are Federal Government Accounts that have been assigned Borrower has complied in a manner satisfactory to the Agent in compliance with the Assignment of Claims Act; provided that Accounts that are not compliant with the Federal Assignment of Claims Act of 1940, as amended, or similar law or statute of the relevant state, province, municipality or other jurisdiction and any amendments thereto, relative to the assignment of such Accounts; (v) Accounts with respect to which the Account Debtor is not a resident of the United States unless the Account is payable in United States dollars and (A) the Account Debtor has supplied such Borrower with an irrevocable letter of credit, issued by a financial institution satisfactory to the Required Lenders in an amount sufficient to cover such Account and in form and substance satisfactory to the Required Lenders and without right of setoff or (B) the Agent in its reasonable discretion has approved in writing such Account Debtor; (vi) Prebilled Accounts and other Accounts arising with respect to goods which have not been shipped and delivered to and accepted as satisfactory by the Account Debtor or arising with respect to services which have not been fully performed and accepted as satisfactory by the Account Debtor; (vii) Accounts for which the prospect of payment in full or performance of services in a timely manner by any Borrower or third party service provider is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretion; (viii) Accounts which are not invoiced (and dated as of the date of such invoice) and sent to the Account Debtor within thirty (30) days after delivery of the underlying goods to or performance of the underlying services for the Account Debtor; (ix) Accounts with respect to which the Agent, on behalf of the Lenders, does not have a first and valid fully perfected Lien free and clear of any other Lien whatsoever; (x) Accounts with respect to which the Account Debtor is the subject of bankruptcy or a similar insolvency proceeding or has made an assignment for the benefit of creditors or whose assets have been conveyed to a receiver or trustee; (xi) Accounts with respect to which the Account Debtor's obligation to pay the Account is conditional upon the Account Debtor's approval or is otherwise subject to any repurchase obligation or credit or offset right, as with services performed on a guaranteed service, service-or-return, demonstration, service performed on approval or other terms by reason of which the payment by the Account Debtor is or may be included conditional or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness to the Borrowers exceeds a credit limit determined by the Agent in the U.S. Agent's discretion following prior written notice of such credit limit from the Agent to the Borrower Representative; (xiii Accounts with respect to which any disclosure is required in accordance with SUBSECTION 3.3; (xiv) contra Accounts to the extent of the amount of the accounts payable owed by the Borrowers to the Account Debtor; (xv) Accounts with respect to which the Account Debtor is located in any state denying creditors access to its courts in the absence of a Notice of Business Activities Report or other similar filing unless such Borrower has either qualified as a foreign corporation authorized to transact business in such state or has filed a Notice of Business Activities Report or similar filing with the applicable Governmental Authority in such state for the then current year; (xvi) Accounts evidenced by Chattel Paper or any Instrument of any kind, to the extent possession of such Chattel Paper or Instrument is not granted to the Agent, for the benefit of the Lenders; (xvii) Accounts which the Agent determines in good faith to be unacceptable; (xviii) the amount of any Accounts that exceed thirty-five percent (35%) of any individual Borrowing Base as provided in clause (b) of the definition of U.S. Borrowing Base; (i) Accounts in excess of or twenty percent (20%) of all U.S. the combined total Borrowing Base; and (xix) an amount equal to 3.1% of the Chicago Borrowing Base and 1.0% of the FKP Borrowing Base to account for such Borrower's lag in the processing and issuing of credit memos to Account Debtors, such percentage to be subject to adjustment from time to time. In the event that a previously scheduled Eligible Accounts owing from Account ceases to be an Eligible Account under the above described criteria (other than any Account Debtor or Affiliate of such account debtor whose total Accounts comprise greater than twenty percent (20%) of all U.S. Eligible Accounts. (j) Accounts owing from any Person that (i) has disputed liability for any Accounts owing from such Person or (ii) has otherwise asserted any claimdetermination made by the Agent), demand or liability against any Loan Party or any Subsidiary thereof, whether by action, suit, counterclaim or otherwise; 54the Borrower Representative shall notify the Agent thereof as soon as practicable.

Eligible Accounts. Accounts of the U.S. Borrower and the other U.S. Domiciled Loan Parties subject The term “ELIGIBLE ACCOUNTS” means those ACCOUNTS which are acceptable to the Lien of LENDER. The criteria for eligibility may be fixed and revised from time to time by the Agent, the value of which shall be determined by taking into consideration, among other factors, their book value determined LENDER in accordance with GAAP; provided, however, that none of the following classes of Accounts its discretion. An ACCOUNT in no event shall be deemed to be U.S. Eligible Accountseligible unless: (a) Accounts that do not arise out of sales of the ACCOUNT arises from goods sold or rendering of leased or from services performed in the ordinary course of business of any or all of the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s businessBORROWERS; (b) Accounts payable other than in Dollars or that are otherwise on terms other than those normal or customary in the U.S. Borrower’s delivery of the goods or the relevant U.S. Domiciled Loan Party’s businessperformance of the services has been completed; (c) Accounts no return, rejection, or repossession has occurred; (d) the goods delivered or the services performed have been finally and unconditionally accepted by the ACCOUNT DEBTOR without dispute, objection, complaint, offset, defense, counterclaim, adjustment or allowance; (e) the ACCOUNT DEBTOR’S obligation to pay the ACCOUNT is not subject to any repurchase obligation or return right, as with sales made on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval (except with respect to ACCOUNTS in connection with which 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 past original have elapsed from the billing or invoice date and no more than sixty (60) days have elapsed from the due date; (dg) Accounts owing no prior, contemporaneous, or subsequent assignment, claim, lien, or security interest, other than that of the LENDER, applies to the ACCOUNT; (h) no bankruptcy or insolvency proceedings or payment moratoriums of any kind apply to the ACCOUNT; (i) the ACCOUNT DEBTOR is not, in the LENDER’S sole opinion, unlikely to pay because of death, incompetency, disappearance, potential bankruptcy, insolvency, damage to or disposition of the goods, default, or any other reason whatsoever; (j) the LENDER has not, by notice to 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 from any Person that is an Affiliate ACCOUNT DEBTOR located outside of a Loan Party; (e) Accounts arising out the geographic boundaries of sales to Account Debtors outside the United States and Canada, of America (unless the Account such ACCOUNT is supported fully secured by a letter of credit (the original of which is delivered to and directly drawable by the Agent) or credit insurance satisfactory in all respects acceptable to the AgentLENDER); (fn) Accounts owing 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 Person from which an aggregate amount of fifty percent (50%) contract or more of the Accounts owing therefrom are otherwise ineligible; (g) Accounts in respect of Contra Accounts; (h) Accounts owing by a Governmental Authority (other than Municipal Government Accounts thatagreement with any federal, but for this clause (h)state, are U.S. Eligible Accounts), local or foreign government unless such Accounts are Federal Government Accounts that have been assigned governmental authority is the United States of America or an agency or representative thereof and the LENDER has obtained full compliance to Agent in compliance its complete satisfaction with all provisions necessary to protect the Assignment of Claims Act; provided that Accounts that are not compliant with the LENDER’S interests under The Assignment of Claims Act may of 1940, as amended, and all regulations promulgated thereunder, and all other applicable federal procurement laws and regulations; and (q) the LENDER has a perfected first priority security interest therein. An ACCOUNT which otherwise satisfies the LENDER’S criteria for eligibility shall also be included in subject to the U.S. Borrowing Base as provided in clause (b) of the definition of U.S. Borrowing Base; following eligibility limitations: (i) Accounts 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 twenty 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 (2010%) of all U.S. Eligible Accounts owing of the ACCOUNTS of any or all of the BORROWERS, only the portion of the aggregate amount of the ACCOUNTS from any Account Debtor or Affiliate of such account debtor whose total Accounts comprise greater than twenty that ACCOUNT DEBTOR which does not exceed ten percent (2010%) of all U.S. Eligible Accounts. of the ACCOUNTS of any or all of the BORROWERS may be eligible; and (jiii) Accounts owing from any Person that (i) has disputed liability for any Accounts owing from to the extent the ACCOUNT contains finance charges, delivery charges or sales taxes, such Person finance charges, delivery charges or (ii) has otherwise asserted any claim, demand or liability against any Loan Party or any Subsidiary thereof, whether by action, suit, counterclaim or otherwise; 54sales taxes shall not be eligible.

Eligible Accounts. Accounts of The Agent shall have the U.S. Borrower and right, in the other U.S. Domiciled Loan Parties subject to the Lien 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 value of which shall be determined by taking into consideration, among other factors, their book value determined in accordance with GAAP; provided, however, that none of the following classes of Accounts shall not be deemed to be U.S. Eligible Accounts: (a) Accounts that do any Account other than an Account arising from a completed sale (not arise out a bxxx-and-hold, undelivered sale, sale or return, consignment or sale-on-approval basis) of sales “livestock” (as defined in PASA) or of goods or rendering of services in the ordinary course of the U.S. processed pork products by Borrower’s or the relevant U.S. Domiciled Loan Party’s business; (b) Accounts payable any Account other than an Account denominated in Dollars or that are otherwise on terms other than those normal or customary in the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s businessDollars; (c) all Accounts more than ninety owing by an Account Debtor that is a meat packer in connection with the sale of “livestock” (90as defined in PASA) which are at that time unpaid for a period exceeding seven (7) days past original invoice dateafter the delivery date of the livestock related thereto; (d) all Accounts owing from any Person other than those described in the preceding clause c, which are at that is an Affiliate time unpaid for a period exceeding twenty one days (21) days after the original invoice date of a Loan Partythe original invoice related thereto; (e) Accounts arising out of sales to Account Debtors outside the United States and Canada, unless the Account is supported by a letter of credit (the original of which is delivered to and directly drawable by the Agent) or credit insurance satisfactory in all respects to the Agent; (f) Accounts owing from any Person from which by an aggregate amount of fifty Account Debtor if more than ten percent (5010%) or more of the Accounts owing therefrom by such Account Debtor are otherwise ineligibleat that time unpaid for a period exceeding that permitted by the preceding clause c or clause d, respectively; (gc) those Accounts, except Accounts owing from the Account Debtors listed on Exhibit 3A, of an Account Debtor, the aggregate face amount of which is in respect excess of Contra Accountsfive percent (5%) of the aggregate face amount of all other Eligible Accounts of all other Account Debtors; (hd) those Accounts owing by a Governmental Authority (other than Municipal Government Accounts thatfrom the United States or any department, but for this clause (h), are U.S. Eligible Accounts), agency or instrumentality thereof unless such Accounts are Federal Government Accounts that Borrower shall have been assigned to Agent in compliance with the Assignment of Claims Act; provided that Accounts that are not compliant complied with the Assignment of Claims Act to the satisfaction of the Agent; (e) Accounts which arise out of transactions with Affiliates; (f) Accounts of an 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; (g) Accounts which are or may be included in subject to rights of setoff or counterclaim by the U.S. Borrowing Base as provided in clause Account Debtor (b) to the extent of the definition amount of U.S. Borrowing Basesuch setoff or counterclaim); (h) Accounts in which the Agent does not, for any reason, have a first priority perfected security interest; and (i) Accounts which in excess the Agent’s opinion may be subject to liens or conflicting claims of twenty percent (20%) of all U.S. Eligible Accounts owing from any Account Debtor or Affiliate of such account debtor whose total Accounts comprise greater than twenty percent (20%) of all U.S. Eligible Accounts. (j) Accounts owing from any Person that (i) has disputed liability for any Accounts owing from such Person or (ii) has otherwise asserted any claim, demand or liability against any Loan Party or any Subsidiary thereofownership, whether such liens or conflicting claims are asserted or could be asserted by action, suit, counterclaim or otherwise; 54any Person.

Eligible Accounts. Accounts of the U.S. Borrower and the other U.S. Domiciled Loan Parties subject The term “ELIGIBLE ACCOUNTS” means those ACCOUNTS which are acceptable to the Lien of LENDER. The criteria for eligibility may be fixed and revised from time to time by the Agent, the value of which shall be determined by taking into consideration, among other factors, their book value determined LENDER in accordance with GAAP; provided, however, that none of the following classes of Accounts its discretion. An ACCOUNT in no event shall be deemed to be U.S. Eligible Accountseligible unless: (a) Accounts that do not arise out of sales of the ACCOUNT arises from goods sold or rendering of leased or from services performed in the ordinary course of business of any or all of the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s businessBORROWERS; (b) Accounts payable other than in Dollars or that are otherwise on terms other than those normal or customary in the U.S. Borrower’s delivery of the goods or the relevant U.S. Domiciled Loan Party’s businessperformance of the services has been completed; (c) Accounts no return, rejection, or repossession has occurred; (d) the goods delivered or the services performed have been finally and unconditionally accepted by the ACCOUNT DEBTOR without dispute, objection, complaint, offset, defense, counterclaim, adjustment or allowance; (e) the ACCOUNT DEBTOR’S obligation to pay the ACCOUNT is not subject to any repurchase obligation or return right, as with sales made on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval (except with respect to ACCOUNTS in connection with which 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 past original have elapsed from the billing or invoice date and no more than sixty (60) days have elapsed from the due date; (dg) Accounts owing no prior, contemporaneous, or subsequent assignment, claim, lien, or security interest, other than that of the LENDER, applies to the ACCOUNT; (h) no bankruptcy or insolvency proceedings or payment moratoriums of any kind apply to the ACCOUNT; (i) the ACCOUNT DEBTOR is not, in the LENDER’S sole opinion, unlikely to pay because of death, incompetency, disappearance, potential bankruptcy, insolvency, damage to or disposition of the goods, default, or any other reason whatsoever; (j) the LENDER has not, by notice to 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 from any Person that is an Affiliate ACCOUNT DEBTOR located outside of a Loan Party; (e) Accounts arising out the geographic boundaries of sales to Account Debtors outside the United States and Canada, of America (unless the Account such ACCOUNT is supported fully secured by a letter of credit (the original of which is delivered to and directly drawable by the Agent) or credit insurance satisfactory in all respects acceptable to the AgentLENDER); (fn) Accounts owing 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 Person from which an aggregate amount of fifty percent (50%) contract or more of the Accounts owing therefrom are otherwise ineligible; (g) Accounts in respect of Contra Accounts; (h) Accounts owing by a Governmental Authority (other than Municipal Government Accounts thatagreement with any federal, but for this clause (h)state, are U.S. Eligible Accounts), local or foreign government unless such Accounts are Federal Government Accounts that have been assigned governmental authority is the United States of America or an agency or representative thereof and the LENDER has obtained full compliance to Agent in compliance its complete satisfaction with all provisions necessary to protect the Assignment of Claims Act; provided that Accounts that are not compliant with the LENDER’S interests under The Assignment of Claims Act may of 1940, as amended, and all regulations promulgated thereunder, and all other applicable federal procurement laws and regulations; and (q) the LENDER has a perfected first priority security interest therein. An ACCOUNT which otherwise satisfies the LENDER’S criteria for eligibility shall also be included in subject to the U.S. Borrowing Base as provided in clause (b) of the definition of U.S. Borrowing Base; following eligibility limitations: (i) Accounts 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 twenty 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 (2010%) of all U.S. Eligible Accounts owing of the ACCOUNTS of any or all of the BORROWERS, only the portion of the aggregate amount of the ACCOUNTS from any Account Debtor or Affiliate of such account debtor whose total Accounts comprise greater than twenty that ACCOUNT DEBTOR which does not exceed ten percent (2010%) of all U.S. Eligible Accounts. of the ACCOUNTS of any or all of the BORROWERS may be eligible; and (jiii) Accounts owing from any Person that (i) has disputed liability for any Accounts owing from to the extent the ACCOUNT contains finance charges, delivery charges or sales taxes, such Person finance charges, delivery charges or (ii) has otherwise asserted any claim, demand or liability against any Loan Party or any Subsidiary thereof, whether by action, suit, counterclaim or otherwise; 54sales taxes shall not be eligible.

Eligible Accounts. “Eligible Accounts” include all of Borrowers’ Accounts other than the following, unless approved in writing by Administrative Agent in each case: (i) any Account with respect to which Administrative Agent does not have a valid and enforceable, perfected 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 U.S. Account Debtor is a Borrower, a Subsidiary or an Affiliate thereof or an employee or officer of Borrower and the other U.S. Domiciled Loan Parties subject to the Lien of the Agentor any Subsidiary or Affiliate thereof, the value of which shall be determined by taking into consideration, among other factors, their book value determined in accordance with GAAP; provided, however, that none the foregoing shall not be applicable to arm’s-length transactions with portfolio companies of the following classes 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 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 deemed considered eligible (subject to be U.S. Eligible Accounts: all other eligibility criteria contained herein) for that portion of the related Accounts which have been performed, earned and invoiced and for which title to the Inventory has passed to the Account Debtor, and which the 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, (axi) Accounts any Account owing by an Account Debtor that do not arise out has disputed liability or made any claim with respect to any other Account due from such Account Debtor, or that has any right of sales set-off against such Account, or to which Borrower is indebted in any way, but only to the extent of such indebtedness, set-off, dispute or claim; (xii) any Account subject to a chargeback from a volume discount or an advertising discount, but only to the extent of such chargeback or discount; (xiii) [Intentionally Omitted]; (xiv) any Account of an Account Debtor with respect to particular goods still in the possession of the creditor on the Account 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 Account with respect to which the delivery of goods or rendering 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 not made in the ordinary course of the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s business; (bxx) any Account for which payment terms greater than net 45 days from the date of invoice are provided or permitted; (xxi) Accounts payable arising from payment made by credit card, debit card, or similar instrument; (xxii) any Account owing from any supplier or Vendor of any Borrower, including, without limitation under or in connection with any rebate, subsidy, incentive or similar program, (xxiii) any Account owing to any Person other than Borrower, (xxiv) any Account arising from the leasing of Inventory, (xxv) with regards to any Accounts arising from the provision of services, any such Accounts which are invoiced prior to the performance of the applicable services provided, however, that deferred revenue xxxxxxxx and progress xxxxxxxx shall be considered eligible (subject to all other eligibility criteria contained herein) for that portion of the related Accounts which have been performed, earned and invoiced and which the applicable Account Debtor is unconditionally obligated to pay without offset, defense or counterclaim under the terms of the specific customer agreements, subject to the Administrative Agent’s review and satisfaction with the underlying contract and/or purchase order associated therewith and as specifically agreed to in Dollars writing by the Administrative Agent, (xxvi) any Account as to which the perfection of Administrative Agent’s Security Interest is governed by any federal, state or that are otherwise on terms local statutory requirements other than those normal or customary in of the U.S. Borrower’s UCC or the relevant U.S. Domiciled Loan Party’s businessClaims Act; (cxxvii) Accounts more than ninety (90) days past original invoice date; (d) Accounts owing from subject to all other eligibility criteria, if Administrative Agent requests filings and acknowledgements in accordance with the Claims Act and any Person that 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 an Affiliate of a Loan Party; (e) Accounts arising out of sales to Account Debtors outside the United States of America or any state or any department, agency, public corporation or other instrumentality thereof, and Canada, unless such Borrower does not promptly upon such request begin the Account is supported by a letter process to obtain such filings and acknowledgements or such filings and acknowledgments are not obtained within 120 days (or such longer period of credit (the original time as Administrative Agent may consent to) of which is delivered to and directly drawable by the Agent) or credit insurance satisfactory in all respects to the Agentsuch request; (fxxviii) Accounts owing from any Person from which an aggregate amount of fifty percent (50%) or more of the Accounts owing therefrom are otherwise ineligible; (g) Accounts in respect of Contra Accounts; (h) Accounts owing by a Governmental Authority (other than Municipal Government Accounts that, but for this clause (h), are U.S. Eligible Accounts), unless such Accounts are Federal Government Accounts that have been assigned to Agent in compliance with the Assignment of Claims Act; provided that Accounts that are not compliant with the Assignment of Claims Act may be included in the U.S. Borrowing Base as provided in clause (b) of the definition of U.S. Borrowing Base; (i) Accounts in excess of twenty percent (20%) of all U.S. Eligible Accounts owing from any Account Debtor as to which Administrative Agent has determined in its reasonable discretion that the prospect of payment or Affiliate of such account debtor whose total Accounts comprise greater than twenty percent (20%) of all U.S. Eligible Accounts. (j) Accounts owing from any Person collection on a timely basis is impaired or that (i) has disputed liability for any Accounts owing from such Person or (ii) has Administrative Agent otherwise asserted any claim, demand or liability against any Loan Party or any Subsidiary thereof, whether by action, suit, counterclaim or otherwise; 54deems in its reasonable discretion to be uncreditworthy.

Eligible Accounts. All Accounts of the U.S. Borrower and the other U.S. Domiciled Loan Parties subject to the Lien of the Agent, the value of which shall be determined by taking into consideration, among other factors, their book value determined in accordance with GAAP; provided, however, that none meeting all of the following classes of Accounts shall be deemed to be U.S. Eligible Accountsspecifications: (ai) Accounts that do not arise out the Account is lawfully and exclusively owned by Borrower and subject to a first priority Lien in favor of sales Lender and subject to no other Lien (other than Permitted Liens, if applicable, and Liens granted under this Agreement) and Borrower has the right of goods or rendering of services in assignment thereof and the ordinary course of the U.S. Borrower’s or the relevant U.S. Domiciled Loan Party’s businesspower to grant a security interest therein; (bii) Accounts payable other than in Dollars or that are otherwise on terms other than those normal or customary in the U.S. Borrower’s or Account does not represent a rebilling and is valid and enforceable representing the relevant U.S. Domiciled Loan Party’s business; (c) Accounts undisputed indebtedness of an Account Debtor not more than 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); (diii) Accounts owing from any Person that is an Affiliate of a Loan Party; (e) Accounts arising out of sales to Account Debtors outside the United States and Canada, unless the Account is supported by a letter of credit (the original of which is delivered to and directly drawable by the Agent) or credit insurance satisfactory in all respects to the Agent; (f) Accounts owing from any Person from which an aggregate amount of not more than fifty percent (50%) or more of the aggregate balance of all Accounts owing therefrom from an Account Debtor obligated on the Account are otherwise ineligibleoutstanding more than sixty (60) days past their original due dates or ninety (90) days past their original invoice dates; (giv) the amount of the Account, when aggregated with all other Accounts in respect of Contra Accountssuch Account Debtor, is less than fifteen percent (15%) of the face value of all Accounts of Borrower then outstanding; (hv) Accounts owing by the Account is not a Governmental Authority contra Account and is not subject to any defense, set-off, or counterclaim, deduction, discount, credit, chargeback, freight claim, allowance or adjustment of any kind; (other than Municipal Government Accounts that, but for this clause (h), are U.S. Eligible Accounts), unless such Accounts are Federal Government Accounts vi) the Account is net of any portion thereof attributable to the sale of goods that have been assigned returned, rejected, lost or damaged; (vii) if the Account arises from the sale of goods by Borrower, such sale was an absolute sale and not on consignment or on approval or on a sale-or-return basis nor subject to Agent any other repurchase or return agreement, and such goods have been shipped to the Account Debtor or its designee; (viii) if the Account arises from the performance of services, such services have actually been performed and have been approved by the Account Debtor; (ix) the Account arose in compliance the ordinary course of Borrower's business; (x) no notice of the bankruptcy, receivership, reorganization, liquidation, dissolution, or insolvency of the Account Debtor has been received by Lender or Borrower; (xi) the Account is an Account for which Lender believes that the validity, enforceability or collection of the Account is not invalid or otherwise impaired; (xii) the Account Debtor is not a Subsidiary or Affiliate of Borrower; (xiii) the sale does not represent a sale pursuant to a government contract unless Borrower has complied, for the benefit of Lender, with the Assignment of Claims Act; provided (xiv) the Account is not an Account of an Account Debtor having its principal place of business or executive office outside the United States, unless the payment of such Account is guaranteed by an irrevocable letter of credit satisfactory to Lender or by credit insurance, satisfactory to Lender; (xv) the Account is not an Account on which the Account Debtor is obligated to Borrower under any Instrument; (xvi) the transaction which gave rise to the Account complies in all respects with all applicable laws, rules and regulations of any Governmental Authority; (xvii) the transaction which gave rise to the Account did not involve the issuance of a performance bond; and (xviii) 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 Accounts that are not compliant with the Assignment portion of Claims Act may be included in the U.S. Borrowing Base as provided in clause (b) of the definition of U.S. Borrowing Base; an Account representing (i) Accounts in excess of twenty percent (20%) of all U.S. Eligible Accounts owing from any Account Debtor interest or Affiliate of such account debtor whose total Accounts comprise greater than twenty percent (20%) of all U.S. Eligible Accounts. (j) Accounts owing from any Person that (i) has disputed liability finance charges for any Accounts owing from such Person past due balances or debit memos and (ii) has otherwise asserted any claim, demand or liability against any Loan Party or any Subsidiary thereof, whether by action, suit, counterclaim or otherwise; 54Xxxxxxxx in Excess of Cost.