Nautilus 2009 Annual Report Download - page 280

or adjustments against any Commercial Accounts Receivable outstanding at the time in question that are included in the calculation of Eligible
Commercial Accounts Receivable; provided further that Commercial Accounts Receivable subject to such claims may be included in the
Borrowing Base after deduction of the amount of such claims);
(e) A Commercial Account Receivable as to which the account debtor is not an Affiliate of Borrower, or an officer, director,
or employee of Borrower (or an Affiliate of Borrower);
(f) A Commercial Account Receivable as to which the account debtor is not a Governmental Authority unless (i) the account
debtor is the United States or any department, agency, or instrumentality thereof and the account has been assigned to Lender in compliance with
the Assignment of Claims Act and (ii) the aggregate amount of all such Commercial Accounts Receivable does not exceed 10 percent of the total
amount of Eligible Commercial Accounts Receivable;
(g) A Commercial Account Receivable to the extent that it does not result from, include, or constitute late charges, service
charges, or interest;
(h) A Commercial Account Receivable as to which the account debtor is a Person residing in, or having its principal place of
business in, the United States (or, if the account debtor is in another country, the account debtor’s obligations to Borrower are supported by a
letter of credit in favor of Borrower in amount, form, and content satisfactory to Lender, and issued by a bank satisfactory to Lender);
(i) A Commercial Account Receivable from a Tier I Account Debtor that is not more than 120 days old (as measured from the
date of invoice) or more than 60 days past due or a Commercial Account Receivable from an account debtor other than a Tier I Account Debtor
that is not more than 90 days old (as measured from the date of invoice) or more than 60 days past due;
(j) A Commercial Account Receivable that does not arise out of a contract with, or order from, an account debtor that by its
terms forbids or makes the assignment of that Commercial Account Receivable to Lender void or unenforceable;
(k) A Commercial Account Receivable as to which Borrower has not received any note, trade acceptance, draft, or other
negotiable instrument with respect to the goods or services giving rise to the Commercial Account Receivable unless Borrower promptly notifies
Lender of such negotiable instrument and, at Lender’s request, endorses or assigns and delivers the same to Lender);
(l) A Commercial Account Receivable as to which Borrower has not received any notice of the death of the account debtor, or
of the dissolution, termination of existence, insolvency, business failure, appointment of a receiver for any part of the property of, assignment for
the benefit of creditors by, or the filing of a petition in bankruptcy or the commencement of any proceeding under any bankruptcy or insolvency
laws by or against the account debtor (and, upon the receipt of any such notice, Borrower promptly shall advise Lender of the event or
occurrence in question);
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