NOT A NATURAL PERSON) ORGANIZED
UNDER THE LAWS OF THE UNITED STATES OR CANADA (OTHER THAN THE PROVINCES OF
QUEBEC, NEWFOUNDLAND, NUNAVUT AND THE NORTHWEST TERRITORIES) OR ANY POLITICAL
SUBDIVISION THEREOF (OTHER THAN THE PROVINCES OF QUEBEC, NEWFOUNDLAND, NUNAVUT
AND THE NORTHWEST TERRITORIES);
(IV)
ANY ACCOUNT THAT IS PAYABLE IN ANY CURRENCY OTHER THAN DOLLARS OR
CANADIAN DOLLARS; PROVIDED, THAT, NOT MORE THAN THE CANADIAN DOLLAR EQUIVALENT
OF $6,000,000 OF ACCOUNTS PAYABLE IN CANADIAN DOLLARS SHALL BE ELIGIBLE
ACCOUNTS; PROVIDED, FURTHER, THAT THE BORROWING BASE CERTIFICATE SHALL SET FORTH
THE U.S. DOLLAR EQUIVALENT OF SUCH CANADIAN DOLLAR ELIGIBLE ACCOUNTS AND THE
METHODOLOGY FOR CALCULATING SUCH U.S. DOLLAR EQUIVALENT SHALL BE ACCEPTABLE TO
THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT;
(V)
ANY ACCOUNT THAT DOES NOT ARISE FROM THE SALE OF GOODS OR THE
PERFORMANCE OF SERVICES BY SUCH BORROWER IN THE ORDINARY COURSE OF ITS BUSINESS;
57
(VI)
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 (A) TO THE EXTENT THAT BORROWERS'
RIGHT TO RECEIVE PAYMENT IS NOT ABSOLUTE OR IS CONTINGENT UPON THE FULFILLMENT
OF ANY CONDITION WHATSOEVER UNLESS SUCH CONDITION IS SATISFIED OR (B) AS TO
WHICH BORROWERS ARE NOT ABLE TO BRING SUIT OR OTHERWISE ENFORCE ITS REMEDIES
AGAINST THE ACCOUNT DEBTOR THROUGH JUDICIAL OR ADMINISTRATIVE PROCESS OR
(C) THAT 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 THE BORROWERS' COMPLETION
OF FURTHER PERFORMANCE UNDER SUCH CONTRACT OR IS SUBJECT TO THE EQUITABLE LIEN
OF A SURETY BOND ISSUER;
(VIII)
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;
(X)
ANY ACCOUNT WITH RESPECT TO WHICH AN
INVOICE OR OTHER ELECTRONIC TRANSMISSION CONSTITUTING A REQUEST FOR PAYMENT,
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT IN
FORM AND SUBSTANCE, HAS NOT BEEN SENT ON A TIMELY BASIS TO THE APPLICABLE
ACCOUNT DEBTOR ACCORDING TO THE NORMAL INVOICING AND TIMING PROCEDURES OF
BORROWERS;
(XI)
ANY ACCOUNT THAT ARISES FROM A SALE TO ANY
DIRECTOR, OFFICER, OTHER EMPLOYEE OR AFFILIATE OF A BORROWER, OR TO ANY ENTITY
THAT HAS ANY COMMON OFFICER OR DIRECTOR WITH ANY BORROWER;
(XII)
TO THE EXTENT A BORROWER OR ANY SUBSIDIARY IS
LIABLE FOR GOODS SOLD OR SERVICES RENDERED BY THE APPLICABLE ACCOUNT DEBTOR TO
SUCH BORROWER OR ANY SUBSIDIARY BUT ONLY TO THE EXTENT OF THE POTENTIAL OFFSET;
(XIII)
ANY ACCOUNT THAT ARISES WITH RESPECT TO GOODS
THAT ARE DELIVERED ON A BILL-AND-HOLD, CASH-ON-DELIVERY BASIS OR PLACED ON
CONSIGNMENT, GUARANTEED