Common use of Eligible Accounts Clause in Contracts

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

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

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

Eligible Accounts. All With respect to each Account, as of the Accounts owned date such Account is created and included as an Eligible Account: (i) all documents and agreements relating to the Account requested by Lender have been delivered to Lender with respect to such Account and such documents are true and correct in all material respects; (ii) the Account is genuine and in all respects what it purports to be and is not evidenced by a judgment; (iii) the Account is for a liquidated amount maturing as stated in a duplicate claim or invoice covering such sale or rendition of Staffing Services; (iv) the Account is not subject to any offset, Lien (other than a Lien of Lender or a Permitted Lien), recoupment, deduction, defense, dispute, counterclaim or any other adverse condition or adjustment of any kind (in each case other that any such item that is taken into account in determining the net amount of such Account) that is known to Borrower as existing or asserted, and each such Account is absolutely owing to Borrower and is not contingent in any respect or for any reason; (v) there are no facts, events or occurrences which in any way impair the validity or enforceability of any Accounts or tend to reduce the amount payable thereunder from the face amount of the claim or invoice and statements delivered to Lender with respect thereto other than adjustments made by Borrower in the ordinary course of business; (vi) to the knowledge of the Borrower, the Account Debtor under the Account had the capacity to contract at the time any contract or other document giving rise to the Account was executed; (vii) with the exceptions of Accounts described in Section 2(a)(ii), the Account has been billed and forwarded to the Account Debtor for payment in accordance with applicable laws and compliance and conformance in all material respects with any and requisite procedures, requirements and regulations governing payment by such Account Debtor with respect to such Account; (viii) Borrower has obtained and currently has all licenses, permits and authorizations that are necessary in the generation of such Accounts; (ix) Lender has a perfected, first-priority security interest in such Account to secure the Obligations; (x) the aging of such Eligible Account, as reflected in the most recent Borrowing Base Certificate delivered by information submitted to Lender, reflects the age of such Eligible Account from the date of service and not from the date of billing or any re-billing of the Eligible Account; (xi) Borrower has not made, and will not make without concurrent written notice provided to Agent shall be “Eligible Accounts” for purposes of this AgreementLender, except any agreement with any Account to which Debtor for any extension of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any for payment of the criteria set forth belowAccount, to establish new criteria and to adjust advance rates with respect to Eligible Accountsany compromise or settlement for less than the full amount thereof, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase release of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) Account Debtor from liability therefor, or any adjustment deduction therefrom except a discount or allowance for prompt or early payment allowed by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any Borrower: (a) which does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its businessbusiness consistent with its historical practices and as disclosed to Lender in writing; (bxii) upon which all information relating to such Account that has been delivered to Lender is true and correct in all material respects, such that with respect to each such Account that has been invoiced, Borrower has delivered or is delivering to the Account Debtor all requested supporting claim documents and all information set forth in the invoice and supporting claim documents is true, complete and correct in all material respects; (xiii) such Account is (i) such Borrower’s right to receive payment is contingent upon the fulfillment of any condition by such Borrower or (ii) such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract; (e) that is not a true and correct statement of bona fide indebtedness incurred payable in the amount of the Account for merchandise sold to or services rendered and accepted identified by the applicable Account Debtor; (f) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (g) (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered on a ▇▇▇▇-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrue; (q) to the extent such Account is evidenced by a judgment; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment.,

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

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

Eligible Accounts. All On any date of determination of the Borrowing Base, all of the Accounts owned by any the Borrower and reflected in the most recent Borrowing Base Certificate delivered by such the Borrower to the Administrative Agent and Collateral Agent shall be “Eligible Accounts” for the purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, the Administrative Agent reserves shall have the right, at any time and right from time to time after the Closing Dateto establish, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to modify or eliminate Reserves against Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any Borrowerthe following Accounts: (ai) any Account in which the Collateral Agent, on behalf of the Secured Parties does not have a perfected, first priority Lien (save for any Permitted Prior Liens which may be senior thereto); (ii) any Account that is subject to a Lien other than (x) Permitted Prior Liens described in clause (i) above, or (y) Permitted Liens that are junior to the Lien of the Collateral Agent on terms reasonably satisfactory to the Administrative Agent; (iii) any Account that is not owned by a Borrower; (iv) any Account that constitutes MLC Separate Assets and Collateral or is otherwise due from MLC; (v) any Account due from an Account Debtor that is not domiciled in the United States or Canada or any province or territory thereof and (if not a natural person) organized under the laws of the United States or any political subdivision thereof or Canada or any province or territory thereof unless supported by an irrevocable letter of credit (up to the face amount of such letter of credit) that is in form and substance acceptable to the Administrative Agent, and that is issued by a bank that is and continues to be acceptable to the Administrative Agent. (vi) any Account that is payable in any currency other than in dollars; (vii) any Account that does not arise from the sale of goods or the performance of services by such the Borrower in the ordinary course of its businessbusiness which goods or services have been delivered or fully performed, respectively; (bviii) upon which any Account that does not comply in all material respects with all applicable legal requirements, including all laws, rules, regulations and orders of any Governmental Authority (iincluding the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board); (ix) such any Account (a) to the extent that the Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition by whatsoever unless such Borrower or condition is satisfied, (iib) such as to which a Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial or administrative process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such the Borrower’s completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer in each case set forth in (a), (b) or (c), to the extent such Account is subject to such condition, inability to bring suit or subject to progress billing or lien; (ex) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account, it being understood that the remaining balance of the Account shall be eligible; (xi) any Account that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fxii) any Account with respect to which an invoice, that is not unacceptable to Agent invoice or other electronic transmission (in its reasonable judgmenta form reasonably acceptable to the Administrative Agent) in form and substanceconstituting a request for payment, has not been sent on a timely basis to the applicable Account DebtorDebtor according to the normal invoicing and timing procedures of the Borrower; (gxiii) (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) Account that arises from a sale to any Loan Party, director, officer, other employee or Affiliate of any Credit a Loan Party, or to any entity that has any common officer or director with any Credit a Loan Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ixiv) that is the obligation of an any Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such the Borrower or any Subsidiary thereof but only to the extent of the potential offset, except to the extent any waivers of offset rights, which are in form and substance reasonably satisfactory to the Administrative Agent, are in effect in respect of such Account; (lxv) any Account that arises with respect to goods that are delivered on a ▇▇▇▇-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (mxvi) any Account that is in default; provided, that, that without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (iA) the such Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) 60 days following its original invoice date; or (B) such Account is not paid within 30 days following its original due date; (iiC) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iiiD) in respect of which a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nxvii) any Account that is the obligation of an Account Debtor if fifty percent (50%) % or more of the Dollar dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.62.21(a) (other than clauses (i), (v) and (vi)); (oxviii) as any Account (A) which is owing by an Account Debtor (whose securities are rated BBB- or better by S&P or Baa3 or better by Moody’s) to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates to the Borrower exceeds $30,000,000 (but such Account shall only be ineligible to the extent of such excess) or (B) which Agent’s Lien thereon, on behalf is owing by any other Account Debtor to the extent the aggregate amount of itself Accounts owing from such Account Debtor and Lenders, is not a first priority perfected Lienits Affiliates to the Borrower exceeds $10,000,000 (but such Account shall only be ineligible to the extent of such excess); (pxix) any Account which is owed by any Account Debtor which has sold all or a substantially all of its assets; (xx) any Account which is owed by an Account Debtor located in any jurisdiction which requires filing of a “Notice of Business Activities Report” or other similar report in order to permit the Borrower to seek judicial enforcement in such jurisdiction of payment of such Account, unless the Borrower has filed such report or qualified to do business in such jurisdiction; (xxi) any Account that is subject to any contractual provision accepted in writing by the Borrower prohibiting its assignment or requiring notice of or consent to such assignment which notice or consent has not been obtained; (xxii) any Account with respect to which the Borrower has made any agreement with the Account Debtor for any reduction thereof, other than discounts and adjustments given in the ordinary course of business, or any Account which was partially paid and the Borrower created a new receivable for the unpaid portion of such Account; (xxiii) any Account as to which any of the representations or warranties in the Loan Documents in respect of Accounts are untrue; (qxxiv) any Account to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rxxv) any Account to the extent such Account exceeds any credit limit established by the Administrative Agent, in its reasonable credit judgment; (s) that is payable judgment exercised in any currency other than Dollarsgood faith; or (txxvi) that any Account on which the Account Debtor is otherwise unacceptable a Governmental Authority, unless (a) if the Account Debtor is the United States of America, any state or political subdivision thereof or any department, agency or instrumentality of the United States of America or any state or political subdivision thereof, the Borrower has assigned its rights to payment of such Account to the applicable Administrative Agent pursuant to the Assignment of Claims Act of 1940, as amended, in the case of any such federal Governmental Authority, and pursuant to any Requirements of Law, if any, in the case of any such other Governmental Authority, and (b) if the Account Debtor is any other Governmental Authority, the Borrower has, if required by any Requirements of Law, assigned its reasonable credit judgmentrights to payment of such Account to the Administrative Agent pursuant to Requirements of Law, if any, and, in each such case where such acceptance and acknowledgment is required by Requirements of Law, such assignment has been accepted and acknowledged by the appropriate government officers to the extent so required.

Eligible Accounts. All On any date of determination of the Borrowing Base, all of the Accounts owned by any Borrower Borrower, as applicable, and reflected in the most recent Borrowing Base Certificate delivered by such the Borrower Representative to the Collateral Agent and the Administrative Agent, shall be “Eligible Accounts” for the purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any Borrowerthe following Accounts: (ai) any Account in which the Collateral Agent, on behalf of the Secured Parties, does not have a valid perfected First Priority Lien; (ii) any Account that is not owned by a Credit Party; (iii) any Account due from an Account Debtor that is not domiciled in the United States or Canada and (if not a natural person) organized under the laws of the United States or Canada or any political subdivision thereof; (iv) any Account that is payable in any currency other than Dollars; (v) any Account that does not arise from the sale of goods or the performance of services by such Borrower Credit Party in the ordinary course of its business; (bvi) any Account that does not comply with all applicable legal requirements, including, without limitation, all laws, rules, regulations and orders of any Governmental Authority; (vii) any Account which is owed by an Account Debtor located in any jurisdiction which requires filing of a “Notice of Business Activities Report” or other similar report in order to permit the applicable Borrower to seek judicial enforcement in such jurisdiction of payment of such Account, unless such Borrower (at the time the Account was created and at all times thereafter) (i) has qualified to do business in such jurisdiction and such qualification enables Borrower to seek judicial recourse in such jurisdiction, (ii) had filed and has filed and maintained effective such report with the appropriate office or agency of in such jurisdictions, as applicable, or (iii) was and has continued to be exempt from filing such report and has provided the Collateral Agent with satisfactory evidence thereof; (viii) any Account (a) upon which (i) such the right of a Borrower’s right , as applicable, to receive payment is not absolute or is contingent upon the fulfillment of any condition by whatsoever unless such Borrower condition is satisfied or (iib) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; or administrative process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such a Borrower’s or any Guarantor’s, as applicable, completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (eix) to the extent that any defense, counterclaim, setoff or dispute is not a true and correct statement of bona fide indebtedness incurred in asserted as to such Account, it being understood that the amount of any such defense, counterclaim, setoff or dispute shall be disclosed to the Collateral Agent and that the remaining balance of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtorshall be eligible; (fx) [RESERVED] (xi) any Account with respect to which an invoiceinvoice or other electronic transmission constituting a request for payment, that is not unacceptable reasonably acceptable to the Collateral Agent (in its reasonable judgment) in form and substance, has not been sent on a timely basis to the applicable Account DebtorDebtor according to the normal invoicing and timing procedures of a Borrower, as applicable; (gxii) (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) Account that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kxiii) to the extent such Borrower Holdings or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower any Credit Party or any Subsidiary thereof of a Credit Party but only to the extent of the potential offset; (lxiv) any Account that arises with respect to goods that are delivered on a ▇▇▇▇-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (mxv) any Account that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i1) the that portion of any Account that is not paid within the earlier of: more than sixty (60) days following its past due date or ninety (90) days following according to its original invoice date;terms of sale or which has been written off or designated as uncollectible by such Borrower (and, for the avoidance of doubt, the remainder of any such Account shall not be in default for purposes hereof unless all Accounts of the applicable Account Debtor are ineligible pursuant to clause (xvi) below); or (ii2) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors creditors, has become insolvent, admits in writing its inability to pay its bills as they become due or fails to pay its debts generally as they come due; or (iii3) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; or (4) the payment terms (at inception or as modified from time to time) of any Account are not reasonably satisfactory to the Administrative Agent or Collateral Agent (it being understood that Borrowers’ customary terms as of the Closing Date are satisfactory to the Administrative Agent and the Collateral Agent); (nxvi) any Account that is the obligation of an Account Debtor (other than an individual) if fifty percent (50%) % or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph clause (mxv) of this Section 1.6above; (oxvii) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) any Account as to which any of the representations or warranties in the Loan Documents are untrue; (qxviii) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rxix) to the extent (A) the Accounts owing from such Account Debtor and its Affiliates to the Borrowers exceeds 20% of the aggregate of all Eligible Accounts or (B) exceeds any credit limit established by the Collateral Agent, in its good faith and in the exercise of reasonable credit (from the perspective of a secured asset-based lender) business judgment, following prior notice of such limit by the Collateral Agent to the Borrower Representative; (sxx) that portion of any Account (1) in respect of which there has been, or should have been, established by a Borrower or any Guarantor a contra account, whether in respect of contractual allowances with respect to such Account, audit adjustment, anticipated discounts or otherwise or (2) which is payable due from an Account Debtor to whom any Credit Party owes a trade payable, but only to the extent of such trade payable; (xxi) any Account on which the Account Debtor is a Governmental Authority, unless a Credit Party, as applicable, has assigned its rights to payment of such Account to the Administrative Agent pursuant to the Assignment of Claims Act of 1940, as amended, in the case of a federal Governmental Authority, and pursuant to applicable law, if any, in the case of any currency other than DollarsGovernmental Authority, and such assignment has been accepted and acknowledged by the appropriate government officers; or (txxii) any Account which is due from an Account Debtor that is otherwise unacceptable to Agent in its reasonable credit judgmenthas been structured as note payable or has been restructured as a note payable.

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

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

Eligible Accounts. All On any date of determination of the Borrowing Base, all of the Accounts owned by any Borrower or its Subsidiary Guarantors and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Administrative Agent shall be “Eligible Accounts” for the purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any Borrowerthe following Accounts: (ai) any Account on which Collateral Agent, on behalf of the Secured Parties, does not have a perfected, first priority Lien subject to no other Liens that are pari passu or prior to the Liens securing the Secured Obligations (other than inchoate or other Liens (including tax Liens) arising by operation of law); (ii) any Account that is not owned by Borrower or its Subsidiary Guarantors; (iii) any Account due from an Account Debtor that is not domiciled in the United States or Canada and (if not a natural Person) organized under the laws of the United States, Canada or any political subdivision thereof, unless the Account is supported by an irrevocable letter of credit satisfactory to Administrative Agent, in its Permitted Discretion (as to form, substance, and issuer or domestic confirming bank), that has been delivered to Collateral Agent and is directly drawable by Collateral Agent; (iv) any Account that is payable in any currency other than an Approved Currency; (v) any Account that does not arise from the sale of goods or the performance of services by such Borrower or its Subsidiary Guarantors in the ordinary course of its their business; (bvi) upon which any Account that does not comply in all material respects with all applicable legal requirements, including, without limitation, all laws, rules, regulations and orders of any Governmental Authority; (ivii) such any Account (a) to the extent that Borrower’s or its Subsidiary Guarantors’ right to receive payment is not absolute or is contingent upon the fulfillment of any condition by whatsoever unless such condition is satisfied or (b) as to which Borrower or (ii) such Borrower its Subsidiary Guarantors is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; or administrative process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s or its Subsidiary Guarantors’ completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (eviii) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account, it being understood that the remaining balance of the Account shall be eligible; (ix) any Account that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fx) any Account with respect to which an invoiceinvoice or other electronic transmission constituting a request for payment, that is not unacceptable reasonably acceptable to Administrative Agent (in its reasonable judgment) in form and substance, has not been sent on a timely basis to the applicable Account DebtorDebtor according to the normal invoicing and timing procedures of such Borrower or Subsidiary Guarantor; (gxi) (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) Account that arises from a sale to any director, officer, other employee or Affiliate of any Credit PartyBorrower or a Guarantor, or to any entity that has any common officer or director with Borrower or a Guarantor, to the extent that the aggregate amount of any Credit Partysuch Accounts exceeds $100,000; provided, however, provided that a sale to any Person that is an Affiliate or such an entity this clause (xi) shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation exclude any Account of an Account Debtor solely on the basis that it is the United States or Canadian government or a political subdivision thereof, or portfolio company of any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6Sponsor; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kxii) to the extent such Borrower or any Guarantor or Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such any Borrower or any Guarantor or Subsidiary thereof but only to the extent of the potential offset; (lxiii) any Account that arises with respect to goods that are delivered on a ▇▇▇▇-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (mxiv) any Account that is in default; provided, provided that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (iA) the any Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) 120 days following its original invoice date;; or (iiB) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iiiC) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nxv) any Account that is the obligation of an Account Debtor if fifty percent (50%) % or more of the Dollar dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.62.20(a); (oxvi) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) any Account as to which any of the representations or warranties in the Loan Documents are untrue in any material respect (or, with respect to representations or warranties that are qualified by materiality, after giving effect to such qualification, any of such representations and warranties are untrue); (qxvii) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rxviii) to the extent such Account exceeds any credit limit established by Administrative Agent, in its reasonable Permitted Discretion, based on the credit judgment; (s) that is payable in any currency other than Dollarscharacteristics of the applicable Account Debtor; or (txix) that any Account on which the Account Debtor is otherwise unacceptable a Governmental Authority, unless (a) if the Account Debtor is the United States of America, any State or political subdivision thereof or any department, agency or instrumentality of the United States of America or any State or political subdivision thereof, Borrower or its Subsidiary Guarantors have assigned their rights to payment of such Account to Administrative Agent pursuant to the Assignment of Claims Act of 1940, as amended, in the case of any such federal Governmental Authority, and pursuant to any requirements of applicable law, if any, in the case of any such other Governmental Authority, and (b) if the Account Debtor is any other Governmental Authority, Borrower or its reasonable credit judgmentSubsidiary Guarantors have if required by any applicable law, assigned their rights to payment of such Account to Administrative Agent pursuant to applicable law, if any, and, in each such case where such acceptance and acknowledgment is required by applicable law, such assignment has been accepted and acknowledged by the appropriate government officers to the extent so required.

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

Eligible Accounts. All of As to each Account that is identified by the Accounts owned by any Borrower and reflected as an Eligible Account in the most recent a Borrowing Base Certificate delivered by such Borrower to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject submitted to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in Administrative Agent, such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any Borroweris: (a) which does not arise from genuine and in all material respects what it purports to be; (b) a bona fide existing payment obligation of the Account Debtor created by the completed sale and delivery of goods Inventory or the performance rendition of services by to such Borrower Account Debtor in the ordinary course of its the Borrower’s business, and substantially in accordance with any purchase order, contract or other document relating thereto; (b) upon which (i) such Borrower’s right owed to receive payment is contingent upon the fulfillment Borrower without any known defenses, disputes, offsets, counterclaims, or rights of any condition by such Borrower return or cancellation, (ii) is not subject to any extension, modification, deduction, discount or return that has been authorized or which is in process with respect to such Account (except discounts or allowances granted in the ordinary course of the Borrower’s business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to the Administrative Agent ▇▇▇▇▇▇▇▇▇), and (iii) the Borrower is not able to bring suit shown as the sole payee or otherwise enforce its remedies against the Account Debtor through judicial process; (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Accountremittance party on each applicable invoice; (d) if for a sum certain, maturing as stated in any applicable invoice, a copy of which has been furnished to the Account represents a progress billing consisting of an invoice for goods sold Administrative Agent or used or services rendered pursuant is available to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contractAdministrative Agent on request; (e) not subject to any terms in a purchase order, agreement, document or Applicable Law that is not a true and correct statement of bona fide indebtedness incurred in the amount restricts assignment of the Account for merchandise sold to the Administrative Agent or services rendered and accepted by the applicable Account DebtorCollateral Agent (regardless of whether, under the Uniform Commercial Code, the restriction is ineffective); (f) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor[reserved]; (g) not excluded as ineligible by virtue of one or more of the excluding criteria (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens any Administrative Agent-discretionary criteria) set forth in favor the definition of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes;Eligible Accounts; and (h) that arises from a sale to any directorthe Borrowers’ knowledge, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States there are no facts or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods circumstances that are delivered on a ▇▇▇▇-and-hold, cash-on-delivery basis reasonably likely to impair the enforceability or placed on consignment, guaranteed sale or other terms by reason collectability of which the payment by the Account Debtor is or may be conditional; (m) that is in defaultsuch Account; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such had the capacity to contract when the Account suspends arose, continues to meet the Borrower’s customary credit standards, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or and (iii) a petition is filed by there are no proceedings or actions threatened or pending against any Account Debtor obligated upon such Account under any bankruptcy law that could, individually or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrue; (q) aggregate, reasonably be expected to have a material adverse effect on the extent such Account is evidenced by a judgment; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgmentDebtor’s financial condition.

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

Eligible Accounts. All of the Administrative Agent and Lenders may rely, in determining which Accounts owned by any Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “are Eligible Accounts” for purposes of this Agreement, except any Account to which any of on all statements and representations made by the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates Borrowers with respect to any Account or Accounts. With respect to the Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any BorrowerBorrowers represent that: (a) which does The Eligible Accounts are genuine and in all respects what they purport to be, and are not evidenced by a judgment; (b) The Eligible Accounts arise from the out of a completed, bona fide sale and delivery of goods or the performance rendition of services Medical Services to a Patient by such a Borrower in the ordinary course of its business; (b) upon which (i) such Borrower’s right to receive payment is contingent upon business and in accordance with the fulfillment terms and conditions of any condition by all purchase orders, contracts, certification, participation, certificate of need, or other documents relating thereto and forming a part of the contract between such Borrower or (ii) such Borrower is not able to bring suit or otherwise enforce its remedies against and the Account Debtor through judicial processDebtors; (c) The Eligible Accounts are for a liquidated amount maturing as stated in an electronically generated or a duplicate claim or invoice covering such sale or rendition of Medical Services, a copy of which has been furnished or is available to the extent that any defense, counterclaim, setoff or dispute is asserted as to such AccountAdministrative Agent; (d) if To the best of the Borrowers’ knowledge, the Eligible Accounts are, and Lenders’ security interest in such Accounts is, not, and will not (by voluntary act or omission by the Borrowers), be in the future, subject to any offset, Lien, deduction, defense, dispute, counterclaim or any other adverse condition, and such Eligible Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant are absolutely owing to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contractBorrower and are not contingent in any respect or for any reason; (e) To the best of the Borrowers’ knowledge, there are no facts, events or occurrences that is not a true and correct statement in any way impair the validity or enforceability of bona fide indebtedness incurred in the Eligible Accounts or tend to reduce the amount payable thereunder from the face amount of the Account for merchandise sold claim or invoice and statements delivered to or services rendered and accepted by the applicable Account DebtorLenders with respect thereto; (f) with respect To the best of the Borrowers’ knowledge, (i) each Account Debtor under the Eligible Account had the capacity to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, has not been sent contract at the time any contract or other document giving rise to the applicable Account Debtor;was executed and (ii) such Account Debtor is solvent; and (g) (i) that is not owned The Eligible Accounts are being billed and forwarded to each Account Debtor for payment in accordance with applicable Requirements of Law and compliance and conformance with any and requisite procedures, requirements and regulations governing payment by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; providedAccounts, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of if due from a Medicaid, Medicare, TRICARE or an Account Debtor located in Approved Insurer are properly payable directly to a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered on a ▇▇▇▇-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrue; (q) to the extent such Account is evidenced by a judgment; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgmentBorrower.

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in Based on the most recent Borrowing Base Certificate delivered by such Borrower the Borrowers to Revolving Credit Agent and on other information available to Revolving Credit Agent, Revolving Credit Agent shall in its reasonable credit judgment determine which Accounts of each Borrower shall be “"Eligible Accounts” " for purposes of this Agreement. In determining whether a particular Account of any Borrower constitutes an Eligible Account, except Revolving Credit Agent shall not include any such Account to which any of the exclusionary criteria set forth below applies. In addition, Revolving Credit Agent reserves the right, at any time and from time to time after the Closing Date, upon not less than two Business Days' notice to the Borrowers, to adjust any of the criteria set forth belowsuch criteria, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; providedjudgment, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Requisite Lenders in the case of adjustments or new criteria or changes in advance rates which have the effect of making more credit available than would otherwise be available hereunder based upon the criteria, advance rates and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than Reserves established as in effect on of the Closing Date shall be subject to approval of Requisite LendersDate. Eligible Accounts shall not include any Account of any Borrower: (a) a. which does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s 's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's completion of further performance under such contractcontract or is subject to the equitable Lien of a surety bond issuer, in each case to the extent of the amount that is contingent, unenforceable or uncollectible; (e) c. as to which any defense, counterclaim, setoff or dispute is asserted, to the extent such defense, counterclaim, setoff, or dispute is asserted; d. that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (f) e. with respect to which an invoice, (i) the applicable invoice is a form that is not unacceptable to Agent the Revolving Credit Agent, as previously notified to the Borrowers in writing, or (in its reasonable judgmentii) in form and substance, an invoice has not been sent to the applicable Account Debtor; (g) f. that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other similar interest of any other Person, other than Liens in favor of Agent or Revolving Credit Agent, on behalf of itself the Lenders and Lenders, inchoate Liens for monies not yet due and Trustee, on behalf of the holders of Senior Notespayable; (h) g. that arises from a sale to any other Credit Party or to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRSPARTY; (i) h. that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province state or municipality or department, agency or instrumentality thereof unless Revolving Credit Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, Borrower has complied with the Federal Assignment of Claims Act of 1940, and any Canadian equivalent thereofamendments thereto, or any applicable state, county state statute or municipal law restricting assignment thereofordinance of similar purpose and effect, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) i. that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Quebec, Newfoundland, the Northwest Territories Nova Scotia and the Territory of Nunavit), Prince Edward Island) unless payment thereof is assured by a letter of credit assigned ▇▇ ▇▇▇▇▇▇ ▇▇▇igned and delivered to Revolving Credit Agent, reasonably satisfactory to Revolving Credit Agent as to form, amount and issuer; (k) j. to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offsetthereof; (l) k. that arises with respect to goods that which are delivered on a ▇▇▇▇-andbill-and-hold, cash-on-delivery basis or placed on consignment, guaranteed guar▇▇▇▇ed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) l. that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i1) the Account it is not paid within the earlier of: sixty ninety (6090) days following its due date or ninety one hundred (90100) days following its original invoice date; (ii2) the if any Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii3) a if any petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors, unless such petition has been dismissed or terminated; (n) that m. which is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar dollar amount of all Accounts owing by that Account Debtor to the Borrowers taken as a whole are ineligible under the other criteria set forth in paragraph this Section 1.5 (mother than pursuant to Sections (j), (q), or (r) of this Section 1.61.5); (o) n. as to which Agent’s 's Lien or the Revolving Credit Agent's Lien thereon, on behalf of itself and the Lenders, is not a first priority perfected LienLien (except that an Account may be subject to inchoate Liens for monies not yet due and payable); (p) o. as to which any of the representations or warranties pertaining to Accounts set forth in this Agreement or the Loan Documents are untrueSecurity Agreement is untrue in any material respect; (q) p. to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (r) q. to the extent such Account exceeds any credit limit established by Revolving Credit Agent, in its reasonable credit judgmentdiscretion; r. to the extent that such Account, together with all other Accounts owing by such Account Debtor as of any date of determination, exceed twenty percent (s20%) of all Eligible Accounts of the Borrowers taken as a whole; provided, however, that the Revolving Credit Agent, in its discretion, without the need for Lender approval, may permit Accounts owed by any one or more of Bosch Rexroth Corporation, New Venture Gear, Kelsey-Hayes, a subsidiary of TRW, Inc., Eastman Kodak, General Elec▇▇▇▇ ▇▇▇▇▇▇▇, General Electric Company Ga▇ ▇▇▇▇▇ne Outsourcing Operation, DANA Corporation, or Caterpillar, Inc. to be treated as Eligible Acc▇▇▇▇s to the extent that the Accounts owed by any of such entities exceeds 20% of all Eligible Accounts of the Borrowers taken as a whole, so long as the Accounts of any such entity shall not be deemed to be Eligible Accounts to the extent that the Accounts of any such entity exceed 30% of total Eligible Accounts of the Borrowers taken as a whole; s. which is payable in any currency other than Dollars; or (t) that t. which is otherwise unacceptable to Revolving Credit Agent in its reasonable credit judgment.

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

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

Eligible Accounts. All of the Accounts owned by any Borrower the Credit Parties and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In additionaddition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent reserves shall have the right, at any time and right to establish or modify Reserves against Eligible Accounts from time to time in its good faith credit judgment based on its analysis of facts or events to reflect changes in the collectability of Accounts arising or discovered by Agent after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any BorrowerCredit Party: (a) which that does not arise from the sale of goods or the performance of services by such Borrower Credit Party in the ordinary course of its business; (b) upon which (i) upon which such BorrowerCredit Party’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower Credit Party is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such BorrowerCredit Party’s completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent of any defense, counterclaim, setoff or dispute that is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtorrendered; (fe) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, invoice has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower Credit Party or (ii) to the extent it is subject to any right, claim, security interest interest, hypothec or other interest of any other Person, other than Liens in favor favour of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notesother than Prior Claims; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the Canadian government (Her Majesty The Queen in Right of Canada) or a political subdivision thereof, or any province, territory or municipality or department, agency or instrumentality thereof or that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof which, when added to the other obligations of Account Debtors that are the Canadian government (Her Majesty The Queen in Right of Canada) or a political subdivision thereof, or any province, territory or municipality or department, agency or instrumentality thereof or the United States government or a political subdivision thereof, or any state, county or municipality or department, agency or instrumentality thereof, exceeds $1,000,000 in the aggregate unless (i) Agent, in its sole discretion, has agreed to the contrary in writing writing, (ii) the Account is assignable by way of security and (iii) such BorrowerCredit Party, if necessary or desirable, has complied with the Financial Administration Act (Canada) and any amendments thereto, with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, provincial, county or municipal law of similar purpose and effect restricting the assignment thereof, thereof with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), United States unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower Credit Party or any Subsidiary thereof of Borrower that is not a Credit Party is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower Credit Party or any such Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a ▇▇▇▇-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of if any of the followingfollowing applies to such Account: (i) the Account is not paid within the earlier of: sixty (60) 60 days following its due date or ninety (90) set forth in its original invoice or, unless the Account is a Dating Account, 90 days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a an assignment or petition is filed by or against any Account Debtor obligated upon such Account or any application for an order to stay proceedings against such Account Debtor is filed in any case or proceeding, in each case, under any bankruptcy law or any other federal, state provincial or foreign (including any provincialstate) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) % or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.61.7; (on) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien, subject to Prior Claims; (po) as to which any of the representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper, unless, in the case of an Instrument or Chattel Paper, such Instrument or Chattel Paper, as the case may be, has been delivered to Agent as collateral security for the Obligations and Agent has obtained a first priority perfected Lien on such Instrument or Chattel Paper, subject to Prior Claims; (rq) to the extent that such Account, together with all other Accounts owing by such Account exceeds Debtor and its Affiliates (determined, solely for the purposes of this clause (q), as if the “10%” set forth in clause (a) of the definition of “Affiliate” were “51%” and without giving effect to clause (c) or clause (d) of such definition), as of any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment.date of determination

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

Eligible Accounts. All Borrower represents that, with respect to each Eligible Account: (A) such Account is an Eligible Account; (B) the aging of the Accounts owned by any Borrower and such Eligible Account, as reflected in the most recent each applicable Borrowing Base Certificate and other information submitted to Agent, reflects the age of such Eligible Account from the original service date and not from the date of any re-billing of the Eligible Account; (C) such Account is for a liquidated amount maturing as stated in the claim or invoice covering such sale or rendition of Approved Goods and Services; (D) to the Borrower's knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability of any such Eligible Accounts or tend to reduce the amount payable thereunder from the face amount of the claim or invoice and statements delivered by such Borrower to Agent shall be “Eligible Accounts” for purposes with respect thereto, including, without limitation, the failure of this Agreementa Selling Subsidiary to provide Approved Goods and Services in a manner that complies in all material respects with all Laws applicable to the payment therefor; (E) to the best of Borrower's knowledge, except there are no proceedings or actions which are threatened or pending against any Account Debtor under the Account which might result in any material adverse change in such Account Debtor's financial condition or the collectibility of such Account; (F) each Selling Subsidiary has obtained and currently has government approvals (other than for residents/patients whose entitlement to which any Medicaid or VA reimbursement is pending) that are necessary in the generation of such Accounts; (G) each such Account has been validly and fully transferred from the exclusionary criteria set forth below applies. In additionapplicable Selling Subsidiary to Borrower pursuant to the Account Sale Documents; (H) Agent has a perfected, Agent reserves first-priority security interest in such Account to secure the rightObligations, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any Borrower:Permitted Liens; (aI) which does not arise from the sale of goods or the performance of services by such Borrower except in the ordinary course of its businessbusiness and consistent with historical practices, neither Borrower nor any Selling Subsidiary has made, and will not make, any agreement with any Account Debtor for any extension of the time for payment of such Account, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom; (bJ) upon which (i) except in the ordinary course of business and consistent with historical practices, neither Borrower nor, to the knowledge of Borrower, any Selling Subsidiary has any guaranty of, letter of credit support for, or collateral security for, such Borrower’s right to receive payment is contingent upon the fulfillment of any condition by such Borrower or (ii) such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process;Account; and (cK) to the extent that any defense, counterclaim, setoff fees and charges charged for the services constituting the basis for such Account were when rendered consistent with negotiated fee contracts or dispute is asserted as to such Account; (d) if the Account represents a progress billing consisting of an invoice for goods sold imposed fee schedules with or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract; (e) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (f) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (g) (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered on a ▇▇▇▇-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrue; (q) to the extent such Account is evidenced by a judgment; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgmentDebtors.

Eligible Accounts. All of Upon the Accounts owned delivery by any Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent Lender of an Accounts Report, Lender shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accountsdetermine, in its reasonable credit judgment exercised in good faith; providedsole and absolute discretion, that (i) any increase of any advance rate above its Original Advance Rate is subject to which individual Accounts listed thereon are Eligible Accounts. In making this determination, Lender will consider the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any Borrowerfollowing requirements: (a) which does not arise If the individual Account arises from the sale of goods, such goods have been shipped or the performance delivered on open account and on an absolute sale basis and not on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return agreement and no material part of services by such Borrower goods has been returned (other than returns described in the ordinary course of its businessSection 7.4), repossessed, rejected, lost or damaged; (b) upon which (i) such Borrower’s right to receive payment The individual Account is contingent upon the fulfillment not evidenced by chattel paper or an instrument of any condition by such Borrower or (ii) such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial processkind; (c) to The Account Debtor obligated on such individual Account is not insolvent or the extent that subject of any defense, counterclaim, setoff bankruptcy or dispute insolvency proceeding of any kind and Lender is asserted as to satisfied with the creditworthiness of such AccountAccount Debtor; (d) if If the individual Account represents is owing from an Account Debtor located outside the United States or Canada, such Account Debtor has furnished Borrower with an irrevocable letter of credit which has been issued or confirmed by a progress billing consisting financial institution acceptable to Lender, is in form and substance acceptable to Lender, has been pledged to Lender, and is payable in United States dollars in an amount not less than the face value of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contractindividual Account; (e) that The individual Account is not a true and correct statement of bona fide indebtedness incurred in the amount valid, legally enforceable obligation of the relevant Account for merchandise sold to or services rendered Debtor and accepted by the applicable such Account Debtor; (f) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, Debtor has not been sent to the applicable Account Debtor; (g) (i) that is not owned by such Borrower asserted any offset, counterclaim or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Partydefense denying liability thereunder; provided, however, that a sale if such offset, counterclaim or defense has been asserted, such Account shall be ineligible only to the extent of such asserted offset, counterclaim or defense; (f) The individual Account is subject to and covered by Lender's perfected security interest and is not subject to any Person that other lien, claim, encumbrance or security interest; (g) The individual Account is evidenced by an Affiliate invoice or such an entity shall not be excluded under this paragraph other documentation in form acceptable to Lender; (h) The individual Account (x) has not remained unpaid as of thirty-five (35) days from the date of original invoice, if no due date is specified or if a due date is specified, has not remained unpaid as of twenty-eight (28) days after the due date but in no event more than fifty- eight (58) days following the original date of the invoice and (y) is not owing from an Account Debtor with respect to which more than twenty-five percent (25%) of the balance of all individual Accounts owing from such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRSAccount Debtor has remained unpaid for the applicable period specified in clause (x) above; (i) that is If the obligation of an Account Debtor that is located in the State of New Jersey, Borrower has filed a Notice of Business Activities Report (or equivalent report) with the appropriate officials in such states for the then current year; (j) The individual Account is not owing from an employee, officer, agent, director, stockholder of Borrower or any Affiliate or from the United States or Canadian government or a political subdivision thereof, of America or any state, county, province or municipality or department, agency or instrumentality thereof unless Agentthereof; (k) Each of the warranties and representations set forth in Section 9.2 has been reaffirmed with respect to such individual Account at the time that the most recent Accounts Report was delivered to Lender; (l) The individual Account is one against which Lender is legally permitted to make loans and advances; (m) If the Account Debtor is the United States of America or any department, agency or instrumentality thereof, Borrower must have assigned its right to payment of such Account to Lender, in its sole discretiona manner satisfactory to Lender, has agreed so as to the contrary in writing and such Borrower, if necessary or desirable, has complied comply with the Federal Assignment of Claims Act of 19401940 (31 U.S.C. Section 203 et seq., any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavitamended), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered on a ▇▇▇▇-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) The Account does not arise out of a sale or order that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6;has not yet been shipped and invoiced; and (o) as to which Agent’s Lien thereonThe Account does not arise out of COD/cash sale, on behalf of itself and Lenderscounter sale or backhaul; provided, is not a first priority perfected Lien; (p) as to which any of the representations or warranties however, that in the Loan Documents are untrue; event an Account arises out of a COD/cash sale or counter sale that is less than seven (q7) to the extent days past due then such Account is evidenced by a judgment; (r) to shall be deemed an Eligible Account; provided further that the extent aggregate amount of such Account exceeds Accounts shall not at any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgmenttime exceed $200,000.

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in Based on the most recent Borrowing Base Certificate delivered by such Borrower to each Co-Agent and on any other information available to Agent, Agent shall in its reasonable credit judgment determine which Accounts of Borrower shall be “"Eligible Accounts” " for purposes of this Agreement. In determining whether a particular Account constitutes an Eligible Account, except Agent shall not include any such Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing DateDate in its reasonable credit judgment, to adjust any of the criteria set forth belowsuch criteria, to adjust advance rates, to establish new criteria Reserves, and to adjust advance rates modify Reserves with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Supermajority Revolving Lenders and (ii) in the event any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in adjustments or the establishment of such new criteria or Reserves have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (b) upon which (i) such Borrower’s 's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (iii) such as to which Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (dii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest Lien of any other Person, other than Liens in favor of Agent, on behalf of itself Co-Agents and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party or any Subsidiary of any Credit Party, or to any entity that has any common officer or director with any such Credit Party; provided, however, that a sale to any Person that is an Affiliate Party or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRSSubsidiary; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, 1940 or any applicable statestate statute, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long ; (i) except as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; clause (jb) or (c) of the definition of "Borrowing Base" set forth in Annex A, that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, Quebec and Newfoundland and the Northwest Territories and the Territory of NunavitTerritories), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a ▇▇▇▇-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, that without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the such Account is not paid within the earlier of: sixty (60) of 60 days following its due date or ninety (90) 90 days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the an obligation of an Account Debtor if with respect to which fifty percent (50%) or more of the Dollar amount of all Accounts owing by that such Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (on) as to which Agent’s 's Lien thereon, on behalf of itself Co-Agents and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties pertaining to such Account in the Loan Documents are is untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment, following prior notice of such limit by Agent to Borrower; (r) to the extent that (i) such Account, together with all other Accounts owing by such Account Debtor (other than a Qualified Account Debtor) and its Affiliates as of any date of determination exceed fifteen percent (15%) of all Eligible Accounts, or (ii) if the Account Debtor is a Qualified Account Debtor, such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed 25% of all Eligible Accounts; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent Agent, in its reasonable credit judgment.

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “"Eligible Accounts” " for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, below and to establish new criteria criteria, and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; providedjudgment, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Supermajority Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments or new criteria or changes in advance rates which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services (including scrap and raw materials) by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s 's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) such as to which Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, setoff, dispute, claim or rebate is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest Lien of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, Liens securing the Acceptable High Yield Notes and Trustee, on behalf of Liens securing the holders of Senior NotesTerm Notes or any refinancings thereof permitted pursuant to Sections 6.3(a)(vi) or (vii); (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting the assignment thereof, thereof with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding and Mexico, only in the provinces case of Newfoundland, the Northwest Territories and the Territory of Nunavit), up to $1,000,000 in Accounts owed by American Axle & Manufacturing de Mexico S.A. de C.V.) unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a ▇▇▇▇-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (on) as to which Agent’s 's Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (q) to the extent that such Account, together with all other Accounts owing to such Account Debtor and its Affiliates as of any date of determination exceed 15% of all Eligible Accounts; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (ts) that arises in connection with a shared utility arrangement or otherwise is otherwise unacceptable to Agent in its reasonable credit judgmenta non-trade Account.

Eligible Accounts. All of the Accounts owned by any each Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower Representative to Agent shall be “Eligible Accounts” for purposes of this AgreementAgent, except other than any Account to which any of the exclusionary criteria set forth below applies, shall be eligible accounts (“Eligible Accounts”) for purposes of this Agreement. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; providedjudgment, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results Revolving Lender in such criterion being less restrictive than as the case of adjustments, new criteria or changes in advance rates which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any Borrower: : (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business;; (b) (bi) upon which (i) such Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract; contract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, setoff or dispute (including any open deduction, debit memo or charge-back) is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; ; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substancein substance equivalent to other invoices issued in accordance with the Borrowers’ normal business practices, has not been sent to the applicable Account Debtor; ; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; ; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting the assignment thereof, thereof with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit or credit insurance policy reasonably acceptable in form and substance to Agent assigned with the consent of the issuer and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; ; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; ; (lk) that arises with respect to goods that are delivered on a ▇▇▇▇-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; ; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: : (i) the Account is not paid within the earlier of: sixty (60) 60 days following its due date or ninety (90) 90 days following its original invoice date; ; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; ; (nm) that is the obligation of an Account Debtor if fifty percent (50%) % or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under any of the other criteria set forth in paragraph (ml) of this Section 1.6; 1.7; (on) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; ; (po) as to which any of the representations or warranties in the Loan Documents are untrue; ; (qp) to the extent such Account is evidenced by a judgment; , Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; ; (r) to the extent that such Account, together with all other Accounts owing to such Account Debtor and its Affiliates as of any date of determination exceed (i) if the corporate debt rating of such Account Debtor is less than B2 by ▇▇▇▇▇’▇ or B by S&P, 15% of all Eligible Accounts, (ii) if the corporate debt rating of such Account Debtor is B2 or greater by ▇▇▇▇▇’▇ and B or greater by S&P, 25% of all Eligible Accounts, or (iii) in respect of Specified Accounts, if the corporate debt rating of such Account Debtor is B2 or greater by ▇▇▇▇▇’▇ and B or greater by S&P, 30% of all Eligible Accounts; (s) that is payable in any currency other than DollarsDollars or C$; or or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment.

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

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

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in Based on the most recent Borrowing Base Certificate delivered by such Borrower Representative to Agent and on other information available to Agent, Agent shall in its reasonable credit judgment determine which Accounts of the Borrowers shall be “Eligible Accounts” for purposes of this Agreement. In determining whether a particular Account constitutes an Eligible Account, except Agent shall not include any such Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth belowsuch criteria, or to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lendersjudgment. Eligible Accounts shall not include any Account of any Borrower: (a) which does not arise from the retail sale (or wholesale sale to pharmacies, physicians, health care providers or other distributors) of goods Inventory or the performance provision of pharmacy services by such Borrower in the ordinary course of its businessbusiness through stores operated by such Borrower or through such Borrower’s internet or mail order operations; (bi) upon which (i) such Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor or to such Account Debtor’s insured or covered life; (fe) with respect to which an invoice, that is not unacceptable acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit PartyParty or, in the case of a retail sale of Pharmaceutical Inventory, to the extent not payable by an Approved Government Plan Payor, Approved Private Plan Payor, an Approved Pharmacy Payor or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRSApproved Physician Group Payor; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province state or municipality or department, agency or instrumentality thereof (i) except for Accounts payable by an Approved Government Plan Payor or (ii) unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, and any Canadian equivalent thereofamendments thereto, or any applicable state, county state statute or municipal law restricting assignment thereofordinance of similar purpose and effect, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuercountry; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof thereof, but only to the extent of the potential offset; (lk) that arises with respect to goods that which are delivered on a ▇▇▇▇-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account (a) it is not paid within the earlier of: sixty ninety (6090) days following its due date original service date, with respect to Accounts originated by Familymeds or (b) it is not paid within ninety (90) days following its original invoice date, with respect to Accounts originated by any Borrower other than Familymeds (except to the extent that such Account originated by a Borrower other than Familymeds constitutes a Permitted Overdue Account); (ii) the if any Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a if any petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (pn) as to which any of the representations or warranties pertaining to Accounts set forth in this Agreement or the Loan Documents are Security Agreement is untrue; (qo) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rp) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgmentdiscretion, following prior notice by Agent to Borrower Representative; (sq) that which is payable in any currency other than Dollars; (r) with respect to which there has been, or should have been, established a contra account, but only to the extent of such contra account; or (ts) that which is otherwise unacceptable to Agent in its reasonable credit judgment.

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

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

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

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

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

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in Based on the most recent Borrowing Base Certificate delivered by such Borrower to Agent Lender and on other information available to Lender, Lender shall in its reasonable credit judgment determine which Accounts of Borrower shall be “"Eligible Accounts” " for purposes of this Agreement. In determining whether a particular Account constitutes an Eligible Account, except Lender shall not include any such Account to which any of the exclusionary criteria set forth below applies. In addition, Agent Lender reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth belowsuch criteria, and to establish new criteria and to adjust advance rates with respect to Eligible Accountscriteria, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lendersjudgment. Eligible Accounts shall not include any Account of any Borrower: (a) which does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (b) upon which (i) such Borrower’s 's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) Account or if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's completion of further performance under such contract; (ed) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable acceptable to Agent (in its reasonable judgment) Lender in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior NotesLender; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that which has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province state or municipality or department, agency or instrumentality thereof unless AgentLender, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, and any Canadian equivalent thereofamendments thereto, or any applicable state, county state statute or municipal law restricting assignment thereofordinance of similar purpose and effect, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), Maritime Provinces thereof) unless (x) payment thereof is assured by a letter of credit assigned and delivered to Agentcredit, reasonably satisfactory to Agent Lender as to form, amount and issuerissuer or (y) such Account Debtor is a Subsidiary of a corporation or other entity organized and existing in the United States and such Account is not otherwise ineligible; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that which are delivered on a ▇▇▇▇-andbill-and-hold, cash-on-delivery basis deliver▇ ▇▇sis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account At Lender's election for any Account, it is not paid within (A) in the case of receivables with ninety (90) day terms from Packard Bell or HP Singapore, wit▇▇▇ five (5) days of the due date, and (B) for all other receivables, the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date, or (C) such other time period in excess of the periods provided in clauses (A) and (B) as Lender may determine in its sole discretion; (ii) the if any Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a if any petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that which is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (n) that is an obligation from an Account Debtor other than Hewlett Packard, IBM, Toshiba, Microsoft and Compaq for which the total unpaid Accounts of such Account Debtor exceed twenty percent (20%) of the net amount of all Accounts, to the extent of such excess; (o) as to which Agent’s Lender's Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Liensecurity interest; (p) as to which any of the representations or warranties pertaining to Accounts set forth in this Agreement or the Loan Documents are untrueSecurity Agreement is untrue in any material respect; (q) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (r) to the extent such Account exceeds any credit limit established by AgentLender, in its reasonable credit judgmentdiscretion; (s) that which is payable in any currency other than Dollars; (t) which arises out of cooperative advertising or other merchandising activities which do not involve the sale of goods; (u) to the extent such Account includes any amounts relating to returns, discounts, claims, credits and allowances of any nature (whether issued, owing, granted or outstanding); (v) which is a contra Account generated from the sale of goods and/or services to an Account Debtor who has supplied goods and/or services to Borrower, provided that such Account will not be considered a contra Account if such Account Debtor has waived in writing its right to set-off any amounts owed it by Borrower against the Accounts owed by it to Borrower; or (tw) that which is otherwise unacceptable to Agent Lender in its reasonable credit judgment.

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

Eligible Accounts. All of the Accounts owned by any each Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower Representative to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, below and to establish new criteria criteria, and to adjust advance rates with respect to Eligible Accounts, in each case in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lendersjudgment. Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (b) upon which (i) upon which such Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) in the event that any defense, counterclaim, setoff or dispute is asserted as to such Account, to the extent of such defense, counterclaim, setoff or dispute; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest Lien of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph ; (h) if such Person that arises from a sale where the payment is an Affiliate made pursuant to the use of a credit card or such an entity solely because it is controlled by BRS or a fund managed by BRSdebit card; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, Borrower has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, provided, however, that with respect to any such obligation; providedobligations for which Borrowers have not complied with the Federal Assignment of Claims Act of 1940 such obligations shall not be ineligible under this clause (i), so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and percentage of all such obligations otherwise meet the eligibility criteria set forth in this Section 1.6constituting Eligible Accounts is less than 20% of all Eligible Accounts; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada except to the extent (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless i) payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer, or (ii) such Account is covered by credit insurance in form, substance and amount, and by an insurer, reasonably satisfactory to Agent; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered on a ▇b▇▇▇-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.61.6(m)(i); (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents pertaining to Accounts are untrue; (q) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; provided, that (i) if the concentration limit under paragraph (s) of this Section 1.6 exceeds 15% of Eligible Accounts for either Walmart or Best Buy at a time that such Account Debtor no longer has a Qualifying Rating, (A) the concentration limit for such Account Debtor and its Affiliates under such paragraph (s) shall be deemed to be no greater than 15% from and after the date upon which such Account Debtor no longer has a Qualifying Rating; (B) the Borrowers, within two Business Days following the earlier of a request from Agent or the date upon which either Borrower has knowledge that such Account Debtor no longer has a Qualifying Rating, shall prepare and deliver a revised Borrowing Base Certificate (which may be on a pro forma basis as of the last Borrowing Base Certificate unless Borrowers or Agent elect otherwise) reflecting Borrowing Availability as if the concentration limit under paragraph (s) of this Section 1.6 for such Account Debtor were 15%; (C) if Borrowing Availability would be less than zero based upon subclause (i)(A) of this proviso (the “Eligibility Shortfall”), then Borrowers shall not be entitled to request and Revolving Lenders shall not be obligated to make any additional Advances unless and until such Eligibility Shortfall has been repaid; and (D) Borrowers shall immediately repay 50% of the Eligibility Shortfall and shall repay the remaining 50% of the amount of any Eligibility Shortfall within the later of (y) the 14th Business Day following the date upon which such Account Debtor no longer had a Qualifying Rating; or (z) the date upon which the Borrower is required to deliver the next monthly Borrowing Base Certificate; and (ii) as to any credit limit that is established that would reduce the amount of credit previously available to an account debtor, such reduced limit shall only apply prospectively to newly created Accounts involving such account debtor and shall not eliminate availability created by Eligible Accounts of such account debtor that already were included within the Borrowing Base at the time of such reduction in the credit limit; provided, further, that nothing contained in this paragraph (r) is intended to restrict Agent’s discretion with respect to Eligible Accounts (including concentration limits of 15% or less, advance rates, reserves, and other rights of Agent with respect to exclusions therefrom) save and except that Borrowers shall have the time specified to cure any Eligibility Shortfall and during that time, the existence of the Eligibility Shortfall shall not be the exclusive basis for a Default or Event of Default or a mandatory prepayment required hereunder other than as set forth in this paragraph (r); (s) to the extent that such Account, together with all other Eligible Accounts owing by such Account Debtor and its Affiliates (other than Best Buy (so long as Best Buy shall have a Qualifying Rating), Wal-Mart (so long as Wal-Mart shall have a Qualifying Rating) or the United States government or any political subdivision thereof) as of any date of determination exceed fifteen percent (15%) of all Eligible Accounts, or with respect to any Account owing by Best Buy at any time when Best Buy shall have Qualifying Rating, to the extent such Account, together will all other Eligible Accounts owing by Best Buy, as of any date of determination exceeds (i) during the period of August 1 though January 31, fifty percent (50%) of all Eligible Accounts, and (ii) at any other time, thirty-five percent (35%) of all Eligible Accounts, or with respect to any Account owing by Wal-Mart at any time when Wal-Mart shall have Qualifying Rating, to the extent such Account, together will all other Eligible Accounts owing by Wal-Mart, as of any date of determination exceeds twenty-five percent (25%) of all Eligible Accounts, or with respect to any Account owing by the United States government or any political subdivision thereof, to the extent such Account, together with all other Eligible Accounts owing by the United States government or any political subdivision thereof, as of any date of determination exceeds twenty percent (20%) of all Eligible Accounts; or (t) that is payable in any currency other than Dollars or Canadian dollars (provided, that in the case of currencies other than Dollars; or , the Borrowing Base shall be calculated, as of any date of determination, based upon the exchange rate (t) that is otherwise unacceptable to as determined by Agent in accordance with its reasonable credit judgmentcustomary procedures) then in effect.

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in Based on the most recent Borrowing Base Certificate delivered by such Borrower to Agent and on other information available to Agent, Agent shall in its reasonable credit judgment exercised in good faith determine which Accounts of Borrower and its domestic Subsidiaries shall be “"Eligible Accounts” " for purposes of this Agreement. In determining whether a particular Account constitutes an Eligible Account, except Agent shall not include any such Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth belowsuch criteria, to establish new criteria and to adjust advance rates establish reserves with respect to Eligible Accounts, Accounts in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to . In no event shall the approval of all Lenders and (ii) any adjustment by Agent to any criterion criteria set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject changed to approval of Requisite Lendersmake more credit available. Eligible Accounts shall not include any Account of any BorrowerBorrower or its domestic Subsidiaries: (a) which does not arise from the sale of goods or the performance of services by such Borrower or any of its domestic Subsidiaries in the ordinary course of its business; (b) upon which (i) such Borrower’s 's or its domestic Subsidiary's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) such Borrower is or its domestic Subsidiaries are not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's or its domestic Subsidiaries' completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, chargeback, setoff or dispute is asserted as to, or applicable to, such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account DebtorDebtor and payable in Dollars; (fe) with respect to which an invoice, that is not unacceptable acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or a domestic Subsidiary of Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate of Borrower or any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRSof its domestic Subsidiaries; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereofthereof and is subject to the Federal Assignment of Claims Act of 1940, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such or the Borrower or the applicable domestic Subsidiary of Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, and any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereofamendments thereto, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces Maritime Provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), Canada) unless payment thereof is assured (I) supported by a letter of credit assigned in form and substance and issued by a financial institution reasonably acceptable to Agent that is pledged, endorsed and delivered to Agent, reasonably satisfactory Agent or (II) such Account Debtor and the jurisdiction where such Account Debtor resides are each acceptable to Agent as to form, amount in its sole and issuerabsolute discretion; (kj) that is the obligation of an Account Debtor to the extent such whom Borrower or any the applicable domestic Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but Borrower; provided, however, that only the portion of the Account equal to the extent of the potential offsetamount owed to such Account Debtor shall be ineligible; (lk) that arises with respect to goods that which are delivered on a ▇▇▇▇-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) other than a consumer Account covered by clause (s), that is in default; provided, further, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following past its due date or ninety (90) days following its original invoice date; (ii) the if any Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a if any petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors;; provided, however, that Accounts of Account Debtors with annual revenues in excess of $500,000,000 that arise while such Account Debtors are operating under Chapter 11 of Title 11 of the United States Code (but not Accounts arising prior thereto) shall not be deemed to be in default unless such Accounts are not paid within forty-five (45) days past the original invoice date. (nm) that which is the obligation of an Account Debtor if that is in default (as defined in subparagraph (l)(i) above) on fifty percent (50%) or more of the Dollar dollar amount of all Accounts owing by that upon which such Account Debtor are ineligible under is obligated; (n) other than a consumer Account covered by clause(s), which Account is by its original terms due more than one hundred twenty (120) days from its original invoice date (or one hundred fifty (150) days following its original invoice date in the other criteria set forth in paragraph (m) case of this Section 1.6Service Merchandise Company); (o) which arises from any ▇▇▇▇-and-hold or other sale of goods which remain in Borrower's or any of its domestic Subsidiaries' possession or under Borrower's or any of its domestic Subsidiaries' control; (p) as to which Agent’s Lien thereon's interest, on behalf of itself and other Lenders, is not a first priority perfected Liensecurity interest; (pq) as to which any of the representations or warranties pertaining to Accounts set forth in this Agreement or any of the other Loan Documents are untrue; (q) to the extent such Account is evidenced by a judgmentuntrue in any material respect; (r) to the extent such Account exceeds any credit limit for such Account Debtor established by Agent, in its reasonable credit judgmentdiscretion upon reasonable prior notice to Borrower; (s) that is payable which are consumer Accounts in excess of $50,000,000 in the aggregate, or to the extent two or more payments on any currency other such Account remain unpaid for longer than Dollarsthirty (30) days; or (t) that to the extent such Account is otherwise unacceptable to Agent in its reasonable credit evidenced by a judgment, Instrument or Chattel Paper.

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

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

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

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be The words “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, mean at any time time, all of Borrower’s Accounts which contain selling terms and from time conditions acceptable to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase Lender. The net amount of any advance rate above its Original Advance Rate is subject Eligible Account against which Borrower may borrow shall exclude all returns, discounts, credits, and offsets of any nature. Unless otherwise agreed to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results Lender in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. writing, Eligible Accounts shall do not include any Account of any Borrowerinclude: (a) Accounts with respect to which does not arise from the sale Account Debtor is employee or agent of goods or the performance of services by such Borrower in the ordinary course of its business;Borrower. (b) upon Accounts with respect to which (i) such Borrower’s right to receive payment is contingent upon the fulfillment of any condition by such Borrower or (ii) such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process;is a subsidiary of, or affiliated with Borrower or its officers, or directors. (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract; (e) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (f) Accounts with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (g) (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered on a ▇▇▇▇-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale sale, or other terms by reason of which the payment by the Account Debtor may be conditional. (d) Accounts with respect to which the Account Debtor is not a resident of the United States, except to the extent such Accounts are supported by insurance, bonds or other assurances satisfactory to Lender. (e) Accounts with respect to which Borrower is or may be conditional;become liable to the Account Debtor for goods sold or services rendered by the Account Debtor to Borrower. (mf) that is Accounts which are subject to dispute, counterclaim, or setoff. (g) Accounts with respect to which the goods have not been shipped or delivered, or the services have not been rendered, to the Account Debtor. (h) Accounts with respect to which Lender, in default; providedits sole discretion, that, without limiting deems the generality creditworthiness or financial condition of the foregoing, an tile Account shall Debtor to be deemed in default upon the occurrence of any of the following:unsatisfactory. (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Accounts of any Account Debtor obligated upon who has filed or has had filed against it a petition in bankruptcy or an application for relief under any provision of any state or federal bankruptcy, insolvency, or debtor-in-relief acts; or who has had appointed a trustee, custodian, or receiver for the assets of such Account suspends business, makes a general Debtor; or who has made an assignment for the benefit of creditors or has become insolvent or fails generally to pay its debts generally (including its payrolls) as they come such debts become due; or. (iiij) a petition Accounts with respect to which the Account Debtor is filed by the United States government or against any department or agency of the United States. (k) Accounts which have not been paid in full within 90 days from the invoice date. The entire balance of any Account of any single Account Debtor obligated upon such will be ineligible whenever the portion of the Account under which has not been paid within 90 days from the invoice date is in excess of 20.000% of the total amount outstanding on the Account. (l) That portion of the Accounts of any bankruptcy law or any other federalsingle Account Debtor which exceeds 25.000% of all of Borrower’s Accounts. (m) C.O.D. accounts, state or foreign (including any provincial) receivershipcash accounts, insolvency relief or other law or laws for the relief of debtors;noncustomer miscellaneous accounts and finance charges incurred on past due account balances. (n) that is Accounts in which the obligation of an Account Debtor if fifty percent (50%) or more of borrower fails to provide Lender with requested financial information concerning the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6;subject Accounts. (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien;Unbilled Accounts. (p) as to which any of the representations or warranties in the Loan Documents are untrue;Dated and/or extended-term Accounts. (q) to the extent such Account is evidenced by a judgment;Refundable maintenance contract Accounts. (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment;Bonded Accounts. (s) that is payable in any currency other than Dollars; orRetainages (amounts withheld from billing and which may not be due depending on acceptable performance or completion of a contract). (t) Any Accounts that is otherwise unacceptable in the sole discretion of the Lender are considered to Agent be ineligible for the purposes of the transaction(s) contemplated. (u) Credit Balances aged past 90 days from invoice date or 60 days past due. (v) Exim Eligible Foreign Accounts (as defined in its reasonable credit judgmentthe Exim Agreement) and any Eligible Export-Related Overseas Accounts Receivable (as defined in the Borrower Agreement).

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

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

Eligible Accounts. All of the Accounts owned by any each Borrower and reflected in the most recent Borrowing Base Certificate Certificates delivered by such US Borrowers and Canadian Borrower to Agent shall be “"Eligible Accounts” " for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In additionAgent shall have the right to establish, modify or eliminate Reserves and Canadian Reserves against Eligible Accounts from time to time in its reasonable credit judgment and Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, below and to establish new criteria and to adjust advance rates with respect to Eligible Accountscriteria, in its reasonable credit judgment exercised in good faith; providedjudgment, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Super-Majority Revolving Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in the case of adjustments, new criteria or the elimination of Reserves or Canadian Reserves which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s 's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower is not legally able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) in the event that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoiceinvoice (substantially in the form of, that is not unacceptable to Agent (and with terms set forth in, the form of invoice used by Borrowers as of the Closing Date or in its reasonable judgment) in such other form and substance, with such other terms as are reasonably acceptable to Agent) has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than (A) Liens in favor of Agent, on behalf of itself itself, Canadian Agent and Lenders, and Trusteewith respect to any Account of a US Borrower or Liens in favor of Canadian Agent, on behalf of itself and Canadian Lenders, with respect to any Account of Canadian Borrower, or (B) with respect to Accounts of the holders of Senior NotesCanadian Borrower, Prior Claims that are unregistered and secure amounts that are not yet due and payable; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government (including, without limitation, Her Majesty the Queen in Right of Canada) or a political subdivision thereof, or any state, countyprovince, province county or municipality or department, agency or instrumentality thereof (i) unless Agent, in its sole discretion, has agreed and to the contrary extent, with respect to Accounts owed by Account Debtors that are the United States government or a political subdivision thereof or a state or county thereof, such Accounts in writing the aggregate do not exceed $250,000 or (ii) unless, with respect to any Account, the Account is assignable by way of security and such Borrower, if necessary or desirable, Borrower has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, Financial Administration Act (Canada) or any applicable state, province, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than the United States of America or Canada (excluding except, with respect to Accounts of Account Debtors of US Borrowers, any such foreign Accounts to the provinces extent they do not contribute more than $15,000,000 in the aggregate of Newfoundland, availability under the Northwest Territories and the Territory of NunavitUS Borrowing Base), unless payment thereof is assured by a letter of credit assigned and delivered to AgentAgent (with respect to Accounts of US Borrowers) or Canadian Agent (with respect to Accounts of Canadian Borrower), reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a ▇▇▇▇-andbill-and-hold, cash-on-delivery basis or placed on consignment, guaranteed gu▇▇▇▇teed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the followingevents described in clauses (i), (ii) and (iii) of this subsection; provided further, that if an Account is paid on or before the applicable dates set forth in clause (i) of this subsection it shall not be deemed to be in default: (i) the Account is not paid within the earlier of: sixty (60) 60 days following its due date or ninety (90) 120 days following its original invoice date, provided, however, that (A) Accounts generated by Frederick Manufacturing in the months of September through Februar▇ ▇▇▇▇▇ ▇ot be deemed ineligible because they are not paid within 120 days following their original invoice date to the extent such Accounts do not contribute more than $3,000,000 in the aggregate of availability under the US Borrowing Base so long as, with respect to any such Account, one-third is due in each of the immediately following April, May and June, (B) Accounts generated by Dixon (x) in the months of September through February shall not be ▇▇▇▇ed ineligible because they are not paid within 120 days following their original invoice date to the extent such Accounts do not contribute more than $3,500,000 (when aggregated with amounts generated in the months from the immediately preceding March through August as described in clause (y) below) in the aggregate of availability under the US Borrowing Base so long as, with respect to any such Account, one-half is due in each of the immediately following June and July and (y) in the months of March through August shall not be deemed ineligible because they are not paid within 120 days following their original invoice date to the extent such Accounts do not contribute more than $3,500,000 (when aggregated with amounts generated in the months from the immediately preceding September through February as described in clause (x) above) in the aggregate of availability under the US Borrowing Base so long as, with respect to any such Account, amounts are due in full in the immediately following October, and (C) Accounts generated by Blount, Inc.'s Forestry and Industrial Equipment Division shall no▇ ▇▇ ▇eemed ineligible because they are not paid within 120 days following their original invoice date to the extent such Accounts do not contribute more than $1,000,000 in the aggregate of availability under the US Borrowing Base so long as, with respect to any such Account, amounts are due within 12 months following the invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come duedue or is otherwise insolvent; or (iii) a petition or assignment or an application for an order to stay a proceeding is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any Canadian federal or provincial) receivership, insolvency relief or other law or laws for the relief of debtorsInsolvency Laws; (nm) that is the obligation of an Account Debtor if fifty percent (50%) % or more of the US Dollar amount Amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (oi) with respect to Accounts of US Borrowers, as to which Agent’s 's Lien thereon, on behalf of itself, Canadian Agent and Lenders or (ii) with respect to Accounts of Canadian Borrower, as to which Canadian Agent's Lien thereon, on behalf of itself and Canadian Lenders, is not a first priority perfected Lien, subject to, in the case of Canadian Borrower, Prior Claims that are unregistered and secure amounts that are not yet due and payable; (po) as to which any of the representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (q) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates (other than Electrolux and its Affiliates, including, without limitation, the Husqvarna division of Electrolux, and Caterpillar Inc. and its Affiliates) as of any date of determination exceed 10% of all Eligible Accounts or, with respect to Electrolux and its Affiliates or Caterpillar Inc. and its Affiliates, 15% of all Eligible Accounts; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than US Dollars or, with respect to any Account of Canadian Borrower, Canadian Dollars; or (ts) that is otherwise unacceptable to Agent in its reasonable credit judgment.

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that -10- (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any Borrower: (a) which does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (b) upon which (i) such Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) such as to which Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract; contract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; ; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; ; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; ; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting the assignment thereof, thereof with respect to such obligation; provided, so long as no Default or Event it being understood that the University of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 California shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in an eligible Account Debtor notwithstanding this Section 1.6;clause (h); -11- (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuercountry; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a bil▇-▇▇▇▇-andd-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) 60 days following its due date or ninety except for Extended Accounts for which such time period shall be one hundred twenty (90120) days following its from the date set forth on the original invoice date(the amount of any such Accounts excluded shall be the gross amount before the application of any credits); (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) % or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (on) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (r) to the extent that such Account, together with all other Accounts owing to such Account Debtor and its Affiliates as of any date of determination exceed 10% of all Eligible Accounts; (s) that is payable in any currency other than Dollars; or-12- (t) that is an undue credit risk or is otherwise unacceptable to Agent in its reasonable credit judgment; (u) that does not reflect all credits for the particular Account Debtor as shown on the schedule setting forth the aging submitted by the Borrower as required in the Agreement. (v) that arises from a sale to an Account Debtor which is an inventory or trade supplier of the Borrower; (w) to which an Account Debtor has objected to the quality or quantity of goods or services of the Borrower sold, or shall have rejected, returned, or refused to accept such goods or services; or (x) that is an Account which contravenes, or arises from a sale which contravenes, any requirement of law applicable thereto. (y) that does not reflect all credits for the particular Account Debtor as shown on the schedule setting forth the aging submitted by the Borrower as required in this Agreement.

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

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in Based on the most recent Borrowing Base Certificate delivered by such Borrower to Agent and on other information available to Agent, Agent shall in its reasonable credit judgment determine which Accounts of Borrower and Rawlings Canada shall be “"Eligible Accounts” " for purposes of this Agreement. In determining whether a particular Account constitutes an Eligible Account, except Agent shall not include any such Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth belowsuch criteria, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, Accounts in its reasonable credit judgment exercised in good faith; providedjudgment, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Supermajority Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments, new criteria or changes in advance rates which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any BorrowerBorrower or, as applicable, Rawlings Canada: (a) which does not arise from the sale of goods or the performance of services by such Borrower or Rawlings Canada in the ordinary course of its business; (bi) upon which (i) such Borrower’s 's or Rawlings Canada's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) such as to which Borrower or Rawlings Canada is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's or Rawlings Canada's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) in the event that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or Rawlings Canada, or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, Lenders and Trustee, on behalf of the holders of Senior NotesPrior Claims that are unregistered and that secure amounts that are not yet due and payable; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that which has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province state or municipality or department, agency or instrumentality thereof or that is the Canadian government (Her Majesty in Right of Canada) or a political subdivision thereof, or department, agency or instrumentality thereof, unless Agent, in its sole discretion, has agreed to the contrary in writing writing, the Account is assignable by way of security and such BorrowerBorrower or Rawlings Canada, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, and any Canadian equivalent thereofamendments thereto, or any applicable state, county state statute or municipal law restricting assignment thereof, ordinance of similar purpose and effect with respect to such obligation; provided, so long or, the Borrower, if necessary or desirable, has complied with the Financial Administration Act (Canada) or any applicable provincial or territorial statute or municipal ordinances of similar purpose with respect to such obligation, as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6applicable; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), Nunavut) unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Subsidiary thereof (including Rawlings Canada) is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof (including Rawlings Canada) but only to the extent of the potential offset; (lk) that arises with respect to goods that which are delivered on a ▇b▇▇▇-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account it is not paid within the earlier of: (A) in the case of Seasonal Accounts, thirty (30) days following its due date or one-hundred eighty (180) days following its original invoice date and (B) in the case of all other Accounts, sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the if any Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a if any petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that which is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section SECTION 1.6; (on) as to which Agent’s 's Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties pertaining to Accounts set forth in this Agreement or the Loan Documents are applicable Security Agreement is untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Agent, Agent in its reasonable credit judgmentdiscretion, after prior notice thereof to Borrower; (r) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed ten percent (10%) (or fifteen percent (15%) in the case of WalMart) of all Eligible Accounts; (s) that which is payable in any currency other than DollarsDollars or Canadian Dollars (to the extent properly converted into Dollars in the applicable Borrowing Base Certificate in accordance herewith); or (t) that which is otherwise unacceptable to Agent in its reasonable credit judgment.

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of " shall mean all Accounts other than the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that following: (i) any increase Accounts which remain unpaid as of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any Borrower: (a) which does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (b) upon which (i) such Borrower’s right to receive payment is contingent upon the fulfillment of any condition by such Borrower or (ii) such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract; (e) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (f) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (g) (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered on a ▇▇▇▇-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its after the date of the original invoice date; with respect thereto; (ii) the all Accounts owing by a single Account Debtor obligated upon such Account suspends businessDebtor, makes including a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federalcurrently scheduled Account, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts balance owing by that such Account Debtor are is ineligible under by reason of the other criteria criterion set forth in paragraph clause (mi) of this Section 1.6; SUBSECTION 3.2; (oiii) as Accounts with respect to which the Account Debtor is an Affiliate of the Borrower or a director, officer or employee of the Borrower or its Affiliates; (iv) Accounts with respect to which the Account Debtor is the United States of America or any department, agency or instrumentality or prime contractor thereof (other than military commissaries) unless the Borrower has complied in a manner satisfactory to the Agent with the Federal Assignment of Claims Act of 1940, as amended, 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 Debtor has (A) supplied the Borrower with an irrevocable letter of credit, issued by a financial institution satisfactory to the Required Lenders, or (B) obtained foreign credit insurance, in each case in an amount sufficient to cover such Account in form and substance satisfactory to the Agent and without right of setoff and the Account is payable in full in United States dollars; (vi) Accounts arising with respect to goods which have not been shipped and delivered to and accepted as satisfactory by the Account Debtor or arising with respect to services which have not been fully performed and accepted as satisfactory by the Account Debtor; (vii) Accounts for which the prospect of payment in full or performance in a timely manner by the Account Debtor is or is likely to become impaired as determined by the Agent in the exercise of its discretion; (viii) Accounts which are not invoiced (and dated as of the date of such invoice) and sent to the Account Debtor within five (5) days after delivery of the underlying goods to or performance of the underlying services for the Account Debtor; (ix) Accounts with respect to which the Agent’s Lien thereon, on behalf of itself and the Lenders, is does not have a first priority and valid fully perfected Lien; , free and clear of any other Lien whatsoever; (px) Accounts with respect to which the Account Debtor is the subject of bankruptcy or a similar insolvency proceeding or has made an assignment for the benefit of creditors or whose assets have been conveyed to a receiver or trustee; (xi) Accounts with respect to which the Account Debtor's obligation to pay the Account is conditional upon the Account Debtor's approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a guaranteed sale, ▇▇▇▇-and-hold, sale-or-return, sale on approval (except with respect to Accounts in connection with which Account Debtors are entitled to return Inventory solely on the basis of the quality of such Inventory) or consignment basis; (xii) Accounts to the extent that the Account Debtor's indebtedness to the Borrower exceeds a credit limit determined by the Agent in the Agent's discretion following ten (10) Business Days' prior written notice of such credit limit from the Agent to the Borrower; (xiii) Accounts with respect to which any of the representations or warranties disclosure is required in the Loan Documents are untrue; accordance with SUBSECTION 3.3; (qxv) contra Accounts to the extent of the amount of the accounts payable (including, without limitation, accrued Slotting Fee Payments) owed by the Borrower to the Account Debtor; (xvi) Accounts with respect to which the Account Debtor is located in any state denying creditors access to its courts in the absence of a Notice of Business Activities Report or other similar filing unless the Borrower has either qualified as a foreign corporation authorized to transact business in such Account is state or has filed a Notice of Business Activities Report or similar filing with the applicable state agency in such state for the then current year; (xvii) Accounts evidenced by a judgment; (r) chattel paper or any instrument of any kind, to the extent possession of such Account exceeds any credit limit established by chattel paper or instrument is not granted to the Agent, for the benefit of the Lenders; (xviii) Accounts which are the subject of a dispute between the Borrower and an Account Debtor; and (xix) Accounts which the Agent determines in its reasonable credit judgment; (s) good faith to be unacceptable. In the event that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable a previously scheduled Eligible Account ceases to be an Eligible Account under the above described criteria, the Borrower shall notify the Agent in its reasonable credit judgmentthereof.

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

Eligible Accounts. All of the Accounts owned by any each Borrower and reflected in the most recent Borrowing Base Certificate delivered by such each Borrower to Agent shall be “"Eligible Accounts” " for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; providedjudgment, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Supermajority Revolving Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments or new criteria or changes in advance rates which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s 's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) in the event that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf in favor of the holders of Senior NotesTerm Lender; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces province of Newfoundland, the Northwest Territories and the Territory of Nunavit), ) unless payment thereof is assured by credit insurance or a letter of credit assigned with the letter of credit insurer's consent and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a ▇b▇▇▇-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) 60 days following its due date or ninety (90) 90 days following its original invoice date; provided, that an Account shall not be deemed in default pursuant to this clause (i) if (A) it is not paid within 180 days following its original invoice date as long as it is not unpaid for more than 10 days past its due date, (B) it is not paid within 90 days following its original invoice date as long as it is not unpaid for more than 30 days past its due date, or (C) it is not paid within 60 days following its original invoice date as long as it is not unpaid for more than 60 days past its due date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) % or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (on) as to which Agent’s 's Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the applicable representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (r) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed 10% of all Eligible Accounts; (s) that is payable in any currency other than Dollars or Canadian Dollars; provided, the aggregate amount of any Accounts payable in Canadian Dollars shall not be in excess of the Dollar Amount of $2,000,000 Canadian Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment.

Eligible Accounts. All Upon Borrower's delivery to Lender of the an Accounts owned by any Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent Report, Lender shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accountsdetermine, in its reasonable credit judgment exercised sole and absolute discretion and in the exercise of good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to which individual Accounts listed thereon are Eligible Accounts. In making this determination, Lender will consider the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any Borrowerfollowing requirements: (aA) which does not arise If the individual Account arises from the sale of goods, such goods have been shipped or the performance delivered on open account and on an absolute sale basis and not on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return agreement and no material part of services by such Borrower goods has been returned (other than returns described in the ordinary course of its businessSection 7.4), repossessed, rejected, lost or damaged; (bB) upon which (i) such Borrower’s right to receive payment The individual Account is contingent upon the fulfillment not evidenced by chattel paper or an instrument of any condition by such Borrower or (ii) such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial processkind; (cC) to the extent that any defense, counterclaim, setoff or dispute is asserted as to The Account Debtor obligated on such Account; (d) if the individual Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract; (e) that is not a true insolvent or the subject of any bankruptcy or insolvency proceeding of any kind and correct statement Lender is satisfied with the creditworthiness of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable such Account Debtor; (fD) If the individual Account is owing from an Account Debtor located outside the United States, such Account Debtor has furnished the Borrower with respect an irrevocable letter of credit which has been issued or confirmed by a financial institution acceptable to which an invoiceLender, that is not unacceptable to Agent (in its reasonable judgment) in form and substancesubstance acceptable to Lender, has been pledged to Lender, and is payable in United States dollars in an amount not been sent to less than the applicable Account Debtorface value of the individual Account; (gE) (i) that The individual Account is not owned by such Borrower or (ii) to the extent it is subject to any righta valid, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf legally enforceable obligation of the holders of Senior Notes; (h) that arises from a sale to relevant Account Debtor and such Account Debtor has not asserted any directoroffset, officer, other employee counterclaim or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Partydefense denying liability thereunder; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate offset, counterclaim or defense has been asserted, such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but ineligible only to the extent of the potential such asserted offset, counterclaim or defense; (lF) that arises with respect The individual Account is subject to goods that are delivered on a ▇▇▇▇-and-holdand covered by Lender's perfected security interest and is not subject to any other lien, cash-on-delivery basis claim, encumbrance or placed on consignmentsecurity interest, guaranteed sale or other terms by reason of which except for the payment by the Account Debtor is or may be conditionalPermitted Liens; (mG) that The individual Account is evidenced by an invoice or other documentation in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following:form acceptable to Lender; (iH) the The individual Account is has not paid within the earlier of: sixty (60) days following its due date or remained unpaid for a period exceeding ninety (90) days following its original after the related invoice date; (iiI) the Accounts owing by a single Account Debtor obligated upon or its Affiliate (whether or not such Affiliate is known by Borrower to be an Affiliate of such Account suspends businessDebtor), makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federalincluding currently scheduled Accounts, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts balance owing by that such Account Debtor are and its Affiliates, in the aggregate, upon Accounts remain ineligible under by reason of the other criteria set forth in paragraph clause (mH) of this Section 1.6above; (oJ) as to which Agent’s Lien thereon, on behalf of itself and Lenders, The individual Account is not a first priority perfected Lienowing from an employee, officer, agent, director or stockholder of Borrower or any Affiliate or from the United States of America or any department, agency or instrumentality thereof; (pK) as Accounts with respect to which any the Account Debtor is a director, officer, employee or agent of the representations Borrower, or warranties in the Loan Documents are untrueis a subsidiary or an Affiliate; (qL) Each of the warranties and representations set forth in Section 9.2 has been reaffirmed with respect to such individual Account at the extent such Account is evidenced by a judgmenttime that the most recent Accounts Report was delivered to Lender; (rM) The individual Account is one against which Lender is legally permitted to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgmentmake loans and advances; (sN) that If the Account Debtor is payable located in any currency other than Dollarsthe State of New Jersey, all Accounts of such Account Debtor unless Borrower has filed a Notice of Business Activities Report with the New Jersey Division of Taxation for the then current year; orand (tO) that If the Account Debtor is otherwise unacceptable to Agent located in its reasonable credit judgmentthe State of Minnesota, all Accounts of such Account Debtor unless Borrower has filed a Business Activity Report with the Minnesota Department of Revenue.

Eligible Accounts. All of the Accounts owned by any Borrower Collateral Party and reflected in the most recent Borrowing Base Certificate delivered by such Borrower Borrowers to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, below and to establish new criteria criteria, and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised judgment, reflecting changes in good faith; provided, that (i) any increase the collectability or realization values of any advance rate above its Original Advance Rate is such Accounts arising or discovered by Agent after the Closing Date subject to the approval of all Supermajority Revolving Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments or new criteria or changes in advance rates which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any BorrowerCollateral Party: (a) which that does not arise from the actual and bona fide sale and delivery of goods by such Collateral Party or the performance of services by such Borrower Collateral Party in the ordinary course of its businessbusiness transactions and in accordance with the terms and conditions contained in any documents related thereto; (b) upon which (i) upon which such BorrowerCollateral Party’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower or whatsoever or; (ii) as to which such Borrower Collateral Party is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such BorrowerCollateral Party’s satisfactory completion of any further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, setoff, recoupment or dispute is asserted or may arise from time to time in respect of such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower Collateral Party or (ii) to the extent it is subject to any right, claim, security interest or other interest Lien of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is a foreign government, the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such BorrowerCollateral Party, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereofthe Financial Administration Act (Canada), or any similar law or applicable state, county or municipal law restricting assignment thereofthereof or any equivalent law, with respect to such obligation; provided, so long as no Default rule or Event of Default shall have occurred and be continuing, Accounts described regulation in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6other jurisdiction; (ji) that is the obligation of an Account Debtor located in a foreign country other than outside of the United States or Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; provided that Accounts owing to the Australian Collateral Party by Account Debtors located in Australia and New Zealand, Accounts owing to the UK Collateral Party by Account Debtors located in the United Kingdom and Accounts owing to the UK Collateral Party from European Account Debtors up to an aggregate maximum amount of $1,500,000 shall not be subject to this Section 1.16(i); (kj) to the extent such Borrower Collateral Party or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower Collateral Party or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a ▇▇▇▇-and-hold, cash-on-delivery delivery, repurchase or return basis or placed on consignment, sale and return, approval, repurchase or return, guaranteed or installment sale or other terms by reason of which the payment by the Account Debtor is or may be conditionalconditional or contingent; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or is unable or admits its inability to pay its debts as they fall due or fails to pay its debts generally as they come due; ordue or by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness; (iii) the Account Debtor becomes an insolvent under administration or insolvent (each as defined in the Corporations ▇▇▇ ▇▇▇▇ (Cwlth)), or has a controller appointed, or is in receivership, in receivership and management, liquidation, in provisional liquidation, under administration, wound up, subject to any arrangement, deed of company arrangement, assignment or composition, protected from creditors under any statute, dissolved (other than to carry out a reconstruction while solvent) or is otherwise unable to pay debts when they fall due or has something similar happens; (iv) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors;debtors (including without limitation, any bankruptcy, dissolution, liquidation, administration, receiverhip, winding-up, reorganization or similar proceedings in any jurisdiction); or (nv) there are proceedings or actions which are threatened or pending against such Account Debtor which might result in any material adverse change in such Account Debtor’s financial condition (including, without limitation, receivership, any bankruptcy, dissolution, liquidation, administration, winding-up, reorganization or similar proceedings in any jurisdiction). (m) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.61.16; (on) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment, following prior notice of such limit by Agent to Borrower Representative; (r) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed ten percent (10%) of all Eligible Accounts; provided, however, that with respect to Accounts owing from Airgas, Inc., Praxair, Inc. and The BOC Group, such percentage shall be deemed to be fifteen percent (15%); (s) that is payable in any currency other than (i) in the case of the Borrowers, Dollars; or, (ii) in the case of the Australian Collateral Party, Australian Dollars, (iii) in the case of the Canadian Collateral Party, Canadian Dollars or (iv) in the case of the UK Collateral Party, British Pounds Sterling, U.S. Dollars or Euros; (t) that is otherwise unacceptable to Agent in its reasonable credit judgmentrepresents interest payments or service charges.

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