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|    |
|----|
|    |  |  |
| A. | 80% of Eligible Accounts as set forth on the attached Schedule A | $ |
| B. | 70% of Eligible Finished Goods Inventory as set forth on the attached Schedule B | $ |
| C. | 80% of Eligible Hedged Seed Inventory as set forth on the attached Schedule C | $ |
| D. | 70% of Eligible Unhedged Seed Inventory as set forth on the attached Schedule D | $ |
| E. | 70% of Eligible Canadian Inventory as set forth on the attached Schedule E | $ |
| F. | 70% of Eligible Crude Canola Oil Inventory as set forth on the attached Schedule F | $ |
| G. | 50% of Eligible Other Inventory as set forth on the attached Schedule G | $ |
| H. | 100% of Eligible Margin Deposits as set forth on the attached Schedule H | $ |
| I. | 60% of Eligible Other Accounts (not to exceed $3,000,000) | $ |
| J. | 60% of Eligible Sales and Use Tax Refund Claims | $ |
| K. | Reserves established pursuant to Section 2.2 of the Credit Agreement | $ |
| L. | Borrowing Base: Total of A + B + C + D + E + F + G + H + I + J - K | $ |
| M. | Working Capital Facility Commitment Amount | $ |
| N. | The lesser of the Borrowing Base and the Working Capital Facility Commitment Amount | $ |
| O. | Less outstanding Working Capital Facility Loans | $ |
| O. | Less outstanding Letter of Credit Obligations | $ |
| P. | Working Capital Facility Availability | $ |

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|        |
|--------|
|        |  |  |  |  |
|   |   | Eligible Accounts shall be equal to: |   |
|   |   |   |   |
|   |   | Net outstanding balance of all Land O' Lakes Accounts of the Borrower and its Subsidiaries, less all finance charges, late fees and other fees which are unearned | $________ |  |
|   |   | LESS: any Account as to which any representation or warranty contained in the Credit Agreement, the Security Agreement or any of the other Loan Documents applicable either to Accounts in general or to any such specific Account is not true as of any date made in any material respect  | $________ |  |
|   |   | LESS: all Accounts if more than twenty percent (20%) of such Accounts do not constitute Eligible Accounts because such Accounts remain unpaid 15 days past original due date | $________ |  |
|   |   | LESS: all Accounts if Land O'Lakes has (i) become insolvent or generally failed to pay, or admitted in writing its inability to pay, debts as they become due, (ii) applied for, consented to, or acquiesced in, the appointment of a trustee, receiver, sequestrator or other custodian for Land O'Lakes or any property thereof or made a general assignment for the benefit of creditors, (iii) in the absence of such application, consent or acquiescence, permitted or suffered to exist the appointment of a trustee, receiver, sequestrator or other custodian for Land O'Lakes or for a substantial part of its property, or (iv) permitted or suffered to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law or any dissolution, winding up or liquidation proceeding in respect of Land O'Lakes | $________ |  |
|   |   | LESS: any Account that is billed with terms that exceed 15 days | $________ |  |
|   |   | LESS: any Account that, as of any date of determination, remains unpaid 15 days past original due date | $________ |  |
|   |   | LESS: any Account that is subject to set-off (including, without limitation, the amount of all commissions owing to Land O'Lakes under the Land O'Lakes Agreements), provided that only a portion of such Account in the amount by which such Account may be set off shall not be deemed an Eligible Account | $________ |  |
|   |   | LESS: any Account that is denominated in any currency other than Dollars | $________ |  |
|   |   | LESS: any Account that is subject to any claim or dispute by Land O'Lakes | $________ |  |
|   |   | LESS: any Account that arises from a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment may be conditional | $________ |  |
|   |   | LESS: any Account that is not subject to a valid and perfected first priority Lien in favor of the Agent, for the benefit of Secured Parties, or that is subject to any Lien whatsoever, other than Liens in favor of the Agent, for the benefit of the Secured Parties, and other than Qualified Liens | $________ |  |
|   |   | LESS: any Account that is not evidenced by an invoice or other writing in form acceptable to the Agent | $________ |  |

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|        |
|--------|
|        |  |  |  |  |
|   |   | LESS: any Account that is evidenced by chattel paper or an instrument unless such chattel paper or instrument is pledged to the Agent, for the benefit of the Secured Parties, pursuant to documentation in form and substance satisfactory to the Agent | $________ |  |
|   |   | LESS: any Account as to which the Borrower may be, in order to be entitled to collect such Account (or, if such Account is evidenced by multiple invoices, the amount of such Account evidenced by any such invoice), required to perform any additional service or perform or incur any additional obligation in respect of such Account (or amount so invoiced) | $________ |  |
|   |   | LESS: any Account as to which the Borrower has not submitted all necessary documentation or supplied all necessary information to Land O'Lakes for payment of such Account or has not fulfilled all other obligations in respect thereof, including verification of the eligibility of the Account for payment by Land O'Lakes | $________ |  |
|   |   | LESS: any Account that contravenes (or as to which any related contract contravenes) in any material respect any laws, rules or regulations applicable thereto or as to which any party related to any such contract is in violation of any such law, rule or regulation in any material respect | $________ |  |
|   |   | IS EQUAL TO: Eligible Accounts | $________ |  |
|   |   | Advance Rate: | 80 | % |
|   |   | 80% of Eligible Accounts | $________ |  |

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|        |
|--------|
|        |  |  |  |
|   |   | Eligible Finished Goods Inventory shall be equal to: |   |
|   |   |   |   |
|   |   | Value (at Net Realizable Value or, if such Eligible Finished Goods Inventory is subject to a binding sales contract, the contract price for such Eligible Finished Goods Inventory as provided in such binding sales contract)  of all Inventory that consists of finished goods and products produced at the Project Site consisting of canola meal, oil and other by-products of processed canola seed, but excluding Inventory that constitutes raw materials, work-in-process and crude canola oil, and that complies with each of the representations and warranties with respect thereto made by the Borrower in the Loan Documents | $________ |
|   |   | LESS: Inventory for which the Borrower does not have good, valid, and marketable title thereto | $________ |
|   |   | LESS: Inventory which is not located at one of the locations in the United States set forth on Schedule 1.1(a) to the Credit Agreement | $________ |
|   |   | LESS: Inventory which is located on real property leased by the Borrower, in a contract warehouse, in transit in the possession of a third party carrier, or is otherwise in the possession of a third party, in each case, unless (i) such Inventory is subject to a landlord's waiver, warehouseman's agreement, bailee agreement, freight forwarder's agreement or similar agreement, in each case in form and substance satisfactory to the Agent, executed by the landlord, warehouseman, bailee, or other third party, as the case may be, or (ii) the Agent has established rent or other appropriate reserves with respect to such Inventory | $________ |
|   |   | LESS: Inventory which bears trademarks owned by any third party as to which there are restrictions (other than the payment of royalties) on the Borrower's or any assignee's rights to re-sell such Inventory (unless such third party has provided a trademark licensor consent in favor of the Agent in form and substance satisfactory to the Agent) | $________ |
|   |   | LESS: Inventory which is not subject to a valid and perfected first priority Lien in favor of the Agent, for the benefit of the Secured Parties, or that is subject to any Lien whatsoever, other than such Lien in favor of the Agent, for the benefit of the Secured Parties, and other than Qualified Liens | $________ |
|   |   | LESS: Inventory which consists of goods returned or rejected by the Account Debtors | $________ |
|   |   | LESS: Inventory which consists of goods that are obsolete or slow-moving, excess, restrictive or custom items, work-in-process, or goods that constitute packaging and shipping materials, bill and hold goods, defective goods, or Inventory acquired on consignment | $________ |
|   |   | LESS: Inventory which does not meet the specifications set forth in the Sales and Marketing Contracts, including without limitation, the Land O' Lakes Agreements, as modified from time to time | $________ |
|   |   | IS EQUAL TO: Eligible Finished Goods Inventory | $________ |
|   |   | Advance Rate: 70% of Eligible Finished Goods Inventory | 70%$________ |

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|        |
|--------|
|        |  |  |  |
|   |   | Eligible Hedged Seed Inventory shall be equal to: |   |
|   |   |   |   |
|   |   | Value (at fair market value)  of all Inventory that consists of canola seed with respect to which the Borrower has entered into Eligible Futures Contracts and that complies with each of the representations and warranties with respect thereto made by the Borrower in the Loan Documents | $________ |
|   |   | LESS: Inventory for which the Borrower does not have good, valid, and marketable title thereto | $________ |
|   |   | LESS: Inventory which is not located at one of the locations in the United States set forth on Schedule 1.1(a) to the Credit Agreement | $________ |
|   |   | LESS: Inventory which is located on real property leased by the Borrower, in a contract warehouse, in transit in the possession of a third party carrier, or is otherwise in the possession of a third party, in each case, unless (i) such Inventory is subject to a landlord's waiver, warehouseman's agreement, bailee agreement, freight forwarder's agreement or similar agreement, in each case in form and substance satisfactory to the Agent, executed by the landlord, warehouseman, bailee, or other third party, as the case may be, or (ii) the Agent has established rent or other appropriate reserves with respect to such Inventory | $________ |
|   |   | LESS: Inventory which bears trademarks owned by any third party as to which there are restrictions (other than the payment of royalties) on the Borrower's or any assignee's rights to re-sell such Inventory (unless such third party has provided a trademark licensor consent in favor of the Agent in form and substance satisfactory to the Agent) | $________ |
|   |   | LESS: Inventory which is not subject to a valid and perfected first priority Lien in favor of the Agent, for the benefit of the Secured Parties, or that is subject to any Lien whatsoever, other than such Lien in favor of the Agent, for the benefit of the Secured Parties, and other than Qualified Liens | $________ |
|   |   | LESS: Inventory which consists of goods returned or rejected by the Account Debtors | $________ |
|   |   | LESS: Inventory which consists of goods that are obsolete or slow-moving, excess, restrictive or custom items, work-in-process, or goods that constitute packaging and shipping materials, bill and hold goods, defective goods, or Inventory acquired on consignment | $________ |
|   |   | IS EQUAL TO: Eligible Hedged Seed Inventory | $________ |
|   |   | Advance Rate: 80% of Eligible Hedged Seed Inventory | 80%$________ |
|   |   |   |   |

----

|        |
|--------|
|        |  |  |  |
|   |   | Eligible Unhedged Seed Inventory shall be equal to: |   |
|   |   |   |   |
|   |   | Value (at fair market value) of all Inventory that consists of canola seed with respect to which the Borrower has not entered into Eligible Futures Contracts and that complies with each of the representations and warranties with respect thereto made by the Borrower in the Loan Documents | $________ |
|   |   | LESS: Inventory for which the Borrower does not have good, valid, and marketable title thereto | $________ |
|   |   | LESS: Inventory which is not located at one of the locations in the United States set forth on Schedule 1.1(a) to the Credit Agreement | $________ |
|   |   | LESS: Inventory which is located on real property leased by the Borrower, in a contract warehouse, in transit in the possession of a third party carrier, or is otherwise in the possession of a third party, in each case, unless (i) such Inventory is subject to a landlord's waiver, warehouseman's agreement, bailee agreement, freight forwarder's agreement or similar agreement, in each case in form and substance satisfactory to the Agent, executed by the landlord, warehouseman, bailee, or other third party, as the case may be, or (ii) the Agent has established rent or other appropriate reserves with respect to such Inventory | $________ |
|   |   | LESS: Inventory which bears trademarks owned by any third party as to which there are restrictions (other than the payment of royalties) on the Borrower's or any assignee's rights to re-sell such Inventory (unless such third party has provided a trademark licensor consent in favor of the Agent in form and substance satisfactory to the Agent) | $________ |
|   |   | LESS: Inventory which is not subject to a valid and perfected first priority Lien in favor of the Agent, for the benefit of the Secured Parties, or that is subject to any Lien whatsoever, other than such Lien in favor of the Agent, for the benefit of the Secured Parties, and other than Qualified Liens | $________ |
|   |   | LESS: Inventory which consists of goods returned or rejected by the Account Debtors | $________ |
|   |   | LESS: Inventory which consists of goods that are obsolete or slow-moving, excess, restrictive or custom items, work-in-process, or goods that constitute packaging and shipping materials, bill and hold goods, defective goods, or Inventory acquired on consignment | $________ |
|   |   | IS EQUAL TO: Eligible Unhedged Seed Inventory | $________ |
|   |   | Advance Rate: 70% of Eligible Unhedged Seed Inventory | 70%$________ |

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|        |
|--------|
|        |  |  |  |
|   |   | Eligible Canadian Inventory shall be equal to: |   |
|   |   |   |   |
|   |   | Value (at fair market value)  of all Inventory that consists of canola seed that (i) complies with each of the representations and warranties with respect thereto made by the Borrower in the Loan Documents, (ii) is located in Manitoba, Canada in a bonded warehouse acceptable to the Agent, and (iii) is evidenced by negotiable documents of title which have been delivered to the Agent | $________ |
|   |   | LESS: Inventory acquired within 30 days of the Borrowing  Base Calculation Date which is subject to the currently exercisable rights of unpaid suppliers or farmers under section 81.1 or 81.2 of the Bankruptcy and Insolvency Act (Canada) or the comparable provision of any other applicable law. | $________ |
|   |   | LESS: Inventory for which the Borrower does not have good, valid, and marketable title thereto | $________ |
|   |   | LESS: Inventory which is not located at one of the locations in the United States set forth on Schedule 1.1(a) to the Credit Agreement | $________ |
|   |   | LESS: Inventory which is located on real property leased by the Borrower, in a contract warehouse, in transit in the possession of a third party carrier, or is otherwise in the possession of a third party, in each case, unless (i) such Inventory is subject to a landlord's waiver, warehouseman's agreement, bailee agreement, freight forwarder's agreement or similar agreement, in each case in form and substance satisfactory to the Agent, executed by the landlord, warehouseman, bailee, or other third party, as the case may be, or (ii) the Agent has established rent or other appropriate reserves with respect to such Inventory | $________ |
|   |   | LESS: Inventory which bears trademarks owned by any third party as to which there are restrictions (other than the payment of royalties) on the Borrower's or any assignee's rights to re-sell such Inventory (unless such third party has provided a trademark licensor consent in favor of the Agent in form and substance satisfactory to the Agent) | $________ |
|   |   | LESS: Inventory which is not subject to a valid and perfected first priority Lien in favor of the Agent, for the benefit of the Secured Parties, or that is subject to any Lien whatsoever, other than such Lien in favor of the Agent, for the benefit of the Secured Parties, and other than Qualified Liens | $________ |
|   |   | LESS: Inventory which consists of goods returned or rejected by the Account Debtors | $________ |
|   |   | LESS: Inventory which consists of goods that are obsolete or slow-moving, excess, restrictive or custom items, work-in-process, or goods that constitute packaging and shipping materials, bill and hold goods, defective goods, or Inventory acquired on consignment | $________ |
|   |   | IS EQUAL TO: Eligible Canadian Inventory | $________ |
|   |   | Advance Rate: 70% of Eligible Canadian Inventory | 70%$________ |

----

|        |
|--------|
|        |  |  |  |
|   |   | Eligible Crude Canola Oil Inventory shall be equal to: |   |
|   |   |   |   |
|   |   | Value (at Net Realizable Value)  of all Inventory that consists of crude canola oil that complies with each of the representations and warranties with respect thereto made by the Borrower in the Loan Documents | $________ |
|   |   | LESS: Inventory for which the Borrower does not have good, valid, and marketable title thereto | $________ |
|   |   | LESS: Inventory which is not located at one of the locations in the United States set forth on Schedule 1.1(a) to the Credit Agreement | $________ |
|   |   | LESS: Inventory which is located on real property leased by the Borrower, in a contract warehouse, in transit in the possession of a third party carrier, or is otherwise in the possession of a third party, in each case, unless (i) such Inventory is subject to a landlord's waiver, warehouseman's agreement, bailee agreement, freight forwarder's agreement or similar agreement, in each case in form and substance satisfactory to the Agent, executed by the landlord, warehouseman, bailee, or other third party, as the case may be, or (ii) the Agent has established rent or other appropriate reserves with respect to such Inventory | $________ |
|   |   | LESS: Inventory which bears trademarks owned by any third party as to which there are restrictions (other than the payment of royalties) on the Borrower's or any assignee's rights to re-sell such Inventory (unless such third party has provided a trademark licensor consent in favor of the Agent in form and substance satisfactory to the Agent) | $________ |
|   |   | LESS: Inventory which is not subject to a valid and perfected first priority Lien in favor of the Agent, for the benefit of the Secured Parties, or that is subject to any Lien whatsoever, other than such Lien in favor of the Agent, for the benefit of the Secured Parties, and other than Qualified Liens | $________ |
|   |   | LESS: Inventory which consists of goods returned or rejected by the Account Debtors | $________ |
|   |   | LESS: Inventory which consists of goods that are obsolete or slow-moving, excess, restrictive or custom items, work-in-process, or goods that constitute packaging and shipping materials, bill and hold goods, defective goods, or Inventory acquired on consignment | $________ |
|   |   | IS EQUAL TO: Eligible Crude Canola Oil Inventory | $________ |
|   |   | Advance Rate: 70% of Eligible Crude Canola Oil Inventory | 70%$________ |
|   |   |   |   |

----

|        |
|--------|
|        |  |  |  |
|   |   | Eligible Other Inventory shall be equal to: |   |
|   |   |   |   |
|   |   | Value (at the lower of cost or fair market value determined on a first-in, first-out basis)  of all Inventory, other than Finished Goods Inventory, Eligible Hedged Seed Inventory, Eligible Unhedged Seed Inventory, Eligible Canadian Inventory or Eligible Crude Canola Inventory, that complies with each of the representations and warranties with respect thereto made by the Borrower in the Loan Documents | $________ |
|   |   | LESS: Inventory for which the Borrower does not have good, valid, and marketable title thereto | $________ |
|   |   | LESS: Inventory which is not located at one of the locations in the United States set forth on Schedule 1.1(a) to the Credit Agreement | $________ |
|   |   | LESS: Inventory which is located on real property leased by the Borrower, in a contract warehouse, in transit in the possession of a third party carrier, or is otherwise in the possession of a third party, in each case, unless (i) such Inventory is subject to a landlord's waiver, warehouseman's agreement, bailee agreement, freight forwarder's agreement or similar agreement, in each case in form and substance satisfactory to the Agent, executed by the landlord, warehouseman, bailee, or other third party, as the case may be, or (ii) the Agent has established rent or other appropriate reserves with respect to such Inventory | $________ |
|   |   | LESS: Inventory which bears trademarks owned by any third party as to which there are restrictions (other than the payment of royalties) on the Borrower's or any assignee's rights to re-sell such Inventory (unless such third party has provided a trademark licensor consent in favor of the Agent in form and substance satisfactory to the Agent) | $________ |
|   |   | LESS: Inventory which is not subject to a valid and perfected first priority Lien in favor of the Agent, for the benefit of the Secured Parties, or that is subject to any Lien whatsoever, other than such Lien in favor of the Agent, for the benefit of the Secured Parties, and other than Qualified Liens | $________ |
|   |   | LESS: Inventory which consists of goods returned or rejected by the Account Debtors | $________ |
|   |   | LESS: Inventory which consists of goods that are obsolete or slow-moving, excess, restrictive or custom items, work-in-process, or goods that constitute packaging and shipping materials, bill and hold goods, defective goods, or Inventory acquired on consignment | $________ |
|   |   | IS EQUAL TO: Eligible Other Inventory | $________ |
|   |   | Advance Rate: 50% of Eligible Other Inventory | 50%$________ |
|   |   |   |   |

----

|        |
|--------|
|        |  |  |  |
|   |   | Eligible Margin Deposits shall be equal to: |   |
|   |   |   |   |
|   |   | Net liquidation value maintained in all Commodity Accounts of the Borrower (i) through which the Borrower has entered into Eligible Futures Contracts, (ii) which is maintained with a registered commodities broker who has entered into a Commodity Account Control Agreement with the Agent and the Borrower, (iii) in which the Agent has a first priority perfected Lien, and (iv) which is subject to no other Lien, other than Permitted Liens | $________ |
|   |   | IS EQUAL TO: Eligible Margin Deposits | $________ |
|   |   | Advance Rate: 100% of Eligible Margin Deposits | 100%$________ |
|   |   |   |   |

----

|        |
|--------|
|        |  |  |  |  |
|   |   | Eligible Other Accounts shall be equal to: |   |
|   |   |   |   |
|   |   | Net outstanding balance, less all finance charges, late fees and other fees which are unearned, of all Accounts of the Borrower and its Subsidiaries that are not Land O'Lakes Accounts, not to exceed in the aggregate $5,000,000 | $________ |  |
|   |   | LESS: any Account as to which any representation or warranty contained in the Credit Agreement, the Security Agreement or any of the other Loan Documents applicable either to Accounts in general or to any such specific Account is not true as of any date made in any material respect  | $________ |  |
|   |   | LESS: all Accounts owing by any Account Debtor if more than twenty percent (20%) the outstanding Accounts from the same Account Debtor do not constitute Eligible Other Accounts because such Accounts remain unpaid more than thirty (30) days past original due date | $________ |  |
|   |   | LESS: any Account of any Account Debtor that has (i) become insolvent or generally failed to pay, or admitted in writing its inability to pay, debts as they become due, (ii) applied for, consented to, or acquiesced in, the appointment of a trustee, receiver, sequestrator or other custodian for such Account Debtor or any property thereof or made a general assignment for the benefit of creditors, (iii) in the absence of such application, consent or acquiescence, permitted or suffered to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Account Debtor or for a substantial part of its property, or (iv) permitted or suffered to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law or any dissolution, winding up or liquidation proceeding in respect of such Account Debtor | $________ |  |
|   |   | LESS: any Account that is billed with terms that exceed ninety (90) days | $________ |  |
|   |   | LESS: any Account that, as of any date of determination, remains unpaid more than thirty (30) days past original due date | $________ |  |
|   |   | LESS: any Account as to which the Account Debtor is an Affiliate or employee of the Borrower or of any of its Subsidiaries | $________ |  |
|   |   | LESS: any Account that is subject to set-off by the Account Debtor or the Account Debtor is a creditor or otherwise has a claim against the Borrower or any of its Subsidiaries, to the extent that such Account is subject to set-off or to the extent of the amount owed to the Account Debtor | $________ |  |
|   |   | LESS: any Account that is denominated in any currency other than Dollars | $________ |  |
|   |   | LESS: any Account that is subject to any claim or dispute by the Account Debtor | $________ |  |
|   |   | LESS: any Account that arises from a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional | $________ |  |

----

|        |
|--------|
|        |  |  |  |  |
|   |   | LESS: any Account that is not subject to a valid and perfected first priority Lien in favor of the Agent, for the benefit of Secured Parties, or that is subject to any Lien whatsoever, other than Liens in favor of the Agent, for the benefit of the Secured Parties, and other than Qualified Liens | $________ |  |
|   |   | LESS: any Account that is not evidenced by an invoice or other writing in form acceptable to the Agent | $________ |  |
|   |   | LESS: any Account that is evidenced by chattel paper or an instrument unless such chattel paper or instrument is pledged to the Agent, for the benefit of the Secured Parties, pursuant to documentation in form and substance satisfactory to the Agent | $________ |  |
|   |   | LESS: any Account as to which the Borrower may be, in order to be entitled to collect such Account (or, if such Account is evidenced by multiple invoices, the amount of such Account evidenced by any such invoice), required to perform any additional service for, or perform or incur any additional obligation to, the Account Debtor in respect of such Account (or amount so invoiced) | $________ |  |
|   |   | LESS: any Account that is an account of the United States government or any agency or instrumentality of the United States, unless the Borrower has complied with the requirements of the Federal Assignment of Claims Act (31 U.S.C. 3727), or any Account that is an account of any state government or agency thereof unless the Borrower has complied with any state assignment of claims or similar laws relative to the assignment of such Account to and the right to receive payment thereof by, the Agent, for the benefit of the Secured Parties | $________ |  |
|   |   | LESS: any Account as to which the Borrower has not submitted all necessary documentation or supplied all necessary information to the Account Debtor for payment of such Account or has not fulfilled all other obligations in respect thereof, including verification of the eligibility of the Account for payment by such Account Debtor | $________ |  |
|   |   | LESS: any Account that contravenes (or as to which any related contract contravenes) in any material respect any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to usury, consumer protection, truth-in-lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) or as to which any party related to any such contract is in violation of any such law, rule or regulation in any material respect | $________ |  |
|   |   | LESS: any Account as to which the Account Debtor is located in any state imposing conditions on the right to collect accounts receivable or other amounts owing from Account Debtors located in such state, and the Borrower has not satisfied such conditions for the then current year | $________ |  |
|   |   | LESS: any Account that exceeds any credit limit established by the Borrower for the Account Debtor based on the Borrower's customary credit considerations | $________ |  |
|   |   | LESS: any Account which arises from the sale or lease of goods or the rendering of services (i) to Account Debtors whose principal place of business is not located within the United States or who are not organized under the laws of the United States, or (ii) as to which such goods are delivered to, or the services are rendered at, a location outside of the United States unless such Accounts (A) are covered by a letter of credit issued or confirmed by a bank acceptable to the Agent, or (B) are covered by foreign credit insurance acceptable to the Agent and assigned to the Agent | $________ |  |
|   |   | IS EQUAL TO: Eligible Other Accounts | $________ |  |
|   |   | Advance Rate: | 60 | % |

----

|        |
|--------|
|        |  |  |  |
|   |   | Eligible Sales and Use Tax Refund Claims shall be equal to: |   |
|   |   |   |   |
|   |   | The amount of each Sales and Use Tax Refund Claim of the Borrower (i) that is owned by, and filed in the name of the Borrower, and for which a duplicate claim for such refund has not been made by any other Person, (ii) is not subject to set-off, (iii) in which the Agent has a first priority perfected Lien, (iv) which is subject to no other Lien, other than Permitted Liens, (v) which has not been denied or rejected by, or previously paid by, the Minnesota Department of Revenue, (vi) for which the Borrower has complied with each of the requirements for a sales and use tax refund claim under Minnesota law and has provided copies of all requested documents to the Agent, and (vii) which has not remain unpaid for more than one hundred and eighty (180) days past its filing date | $________ |
|   |   | IS EQUAL TO: Eligible Sales and Use Tax Refund Claims | $________ |
|   |   | Advance Rate: 60% of Eligible Sales and Use Tax Refund Claims | 60%$________ |
|   |   |   |   |