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otherwise deposit or invest any sums for such purpose) for any <br />consideration other than stock or apply or set apart any sums, or <br />make any other distribution (by reduction of capital or otherwise) <br />in respect of any such shares or agree to do any of the foregoing, <br />except that the Subsidiaries of Borrower may declare and pay any <br />dividends or other such amounts to Borrower. <br />2.8 Certain Accounts. Without limiting Congress' <br />discretion to make advances or determine from time to time which <br />Accounts are Eligible Accounts pursuant to Section 1.5 of the <br />Accounts Agreement, except in Congress' discretion, Eligible <br />Accounts shall also not include, inter alias (a) Accounts with <br />respect to which the Account Debtor is not a resident of the <br />United States of America or Canada, unless the Account Debtor has <br />furnished to Borrower an irrevocable letter of credit or <br />acceptance issued by a financial institution acceptable to <br />Congress, sufficient to cover the entire amount of such Account <br />and in form and substance satisfactory to Congress; (b) Accounts <br />with respect to which the Account Debtor is the United States of <br />America or any department, agency, public corporation or <br />instrumentality of the United States of America, provided, that, <br />such Accounts may be deemed Eligible Accounts if in Congress' <br />determination, they do not in the aggregate, constitute a material <br />portion of Borrower's Accounts and at, any time promptly upon <br />Congress' request, Borrower will comply with the Federal <br />Assignment of Claims Act of 1940, as amended with respect to such <br />Accounts and take such other steps as Congress may require to <br />perfect and protect the interests of Congress therein; and (c) <br />Accounts with respect to which the Account Debtor is an Affiliate <br />of Borrower. <br />2.9 Reserves. <br />(a) Without limiting any other rights or remedies of <br />Congress under the other Financing Agreements, all loans, advances <br />and other financial accommodations made or otherwise available to <br />Borrower by Congress shall be subject to Congress' continuing <br />right, in its discretion, to withhold a reserve, and to increase <br />and decrease such reserve from time to time, if and to the extent <br />that, in Congress' discretion, Congress believes .such reserve is <br />necessary to protect Congress against possible non-payment for any <br />reason by any Account Debtor, possible non-payment of any <br />Indebtedness owed by Borrower to third parties, the nonpayment of <br />which Congress believes would have an adverse effect upon any <br />Collateral or upon the financial condition of Borrower, or in <br />respect of any state of facts which does or would, with the <br />passage of time or notice or both, constitute an Event of Default <br />under any of the Financing Agreement or for any other reason <br />(including, but not limited to, any such reserves with respect to <br />bill and hold goods and related Accounts). <br />-9- <br />