Common use of Advances Payment and Interest Clause in Contracts

Advances Payment and Interest. 2.1 The Revolving Facility (a) Subject to the provisions of this Agreement, Lender shall continue the Existing Advances and make Advances to Borrower under the Revolving Facility from time to time during the Term, provided that, notwithstanding any other provision of this Agreement, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed either of (a) the Facility Cap, or (b) the Availability. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability for Advances shall be made by Lender in its sole discretion and, absent demonstrable error, is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of the sum of (i) Eighty-Five percent (85%) of the Borrowing Base for Eligible Billed Receivables, (ii) Sixty percent (60%) of the Borrowing Base for Eligible Unbilled Receivables, and (iii) as determined by Lender in its sole discretion following the completion of the Inventory Field Examination, either (a) Fifty percent (50%) of the Borrowing Base for Eligible Finished Goods Inventory valued at the lower of cost basis or market value or (b) Eighty-Five percent (85%) of the Borrowing Base for Eligible Inventory valued at orderly liquidation value, minus, the US Bio Reserve and, if applicable, any other amounts adjusted or reserved pursuant to this Agreement (such calculated amount being referred to herein as the “Availability”); provided, however, that at no time shall more than Four Hundred Thousand Dollars ($400,000) of the Availability be comprised of Eligible Inventory. Advances under the Revolving Facility automatically shall be made for the payment of interest on the Advances and the Term Loan Draws and other Obligations on the date when due to the extent available and as provided for herein. The proceeds of Advances under the Revolving Facility shall be used by Borrower (i) as a provider of health care services, (ii) as a wholesaler, retailer and provider of medical supplies and services, (iii) for the generation of receivables/inventory, (iv) for the refinancing of existing indebtedness, (v) for payments to Lender hereunder and (vi) for any other lawful purpose permitted under this Agreement. (b) Lender has established the above-referenced advance rate for Availability and, in its sole credit judgment, may further adjust the Availability and such advance rates by applying percentages (known as “liquidity factors”) to Eligible Receivables by payor class based upon Borrower’s actual recent collection history for each such payor class (i.e., Medicare, Medicaid, commercial insurance, etc.) and to Eligible Inventory in a manner consistent with Lender’s underwriting practices and procedures, including without limitation Lender’s review and analysis of, among other things, Borrower’s historical returns, rebates, discounts, credits and allowances (collectively, the “Dilution Items”). Such liquidity factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s underwriting practices and procedures in its sole credit judgment. Also, Lender shall have the right to establish from time to time, in its sole credit judgment, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be disbursed to Borrower under the Revolving Facility pursuant to this Agreement.

Advances Payment and Interest. 2.1 The Revolving Facility (a) Subject to the provisions of this Agreement, Lender shall continue the Existing Advances and make Advances to Borrower under the Revolving Facility from time to time during the Term, provided that, notwithstanding any other provision of this Agreement, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed either of (a) the Facility Cap, or and (b) the Availability. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability availability within the Borrowing Base for Advances shall be made by Lender in its sole discretion and, absent demonstrable error, and is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of the sum of (i) Eightyeighty-Five five percent (85%) of the Borrowing Base for Eligible Billed Receivables, Receivables and (ii) Sixty percent (60%) of the Borrowing Base for Eligible Unbilled Receivables, and (iii) as determined by Lender in its sole discretion following the completion of the Inventory Field Examination, either (a) Fifty fifty percent (50%) of the Borrowing Base for Eligible Finished Goods Inventory valued at the lower of cost basis or market value or (b) Eighty-Five percent (85%) of the Borrowing Base for Eligible Inventory valued at orderly liquidation value, Costs and minus, the US Bio Reserve and, if applicable, any other amounts adjusted or reserved pursuant to this Agreement (such calculated amount being referred to herein as the “"Availability”"); provided, however, that at no time shall more than Four Hundred Thousand Dollars ($400,000) of the Availability be comprised of Eligible Inventory. Advances under the Revolving Facility automatically shall be made for the payment of interest on the Advances and the Term Loan Draws Revolving Note and other Obligations on the date when due to the extent available and as provided for herein. The proceeds of Advances under the Revolving Facility shall be used by Borrower (i) as a provider of health care services, (ii) as a wholesaler, retailer and provider of medical supplies and services, (iii) for the generation of receivables/inventory, (iv) for the refinancing of existing indebtedness, (v) for payments to Lender hereunder and (vi) for any other lawful purpose permitted under this Agreement. (b) Lender has established the above-referenced advance rate for Availability and, in its sole credit judgment, may further adjust the Availability and such advance rates rate by applying percentages (known as “"liquidity factors”") to Eligible Receivables by payor class based upon Borrower’s 's actual recent collection history for each such payor class (i.e., Medicare, Medicaid, commercial insurance, etc.) and to Eligible Inventory in a manner consistent with Lender’s 's underwriting practices and procedures, including without limitation Lender’s 's review and analysis of, among other things, Borrower’s 's historical returns, rebates, discounts, credits and allowances (collectively, the “"Dilution Items”"). Such liquidity factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s 's underwriting practices and procedures in its sole credit judgment. Also, Lender shall have the right to establish from time to time, in its sole credit judgment, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be disbursed to Borrower under the Revolving Facility pursuant to this Agreement.

Advances Payment and Interest. 2.1 The Revolving Facility (a) Subject to the provisions of this Agreement, Lender shall continue the Existing Advances and make Advances to Borrower under the Revolving Facility from time to time during the Term, provided that, notwithstanding any other provision of this Agreement, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed either of (a) the Facility Cap, or (b) the Availability, plus such additional amounts that Lender may elect to advance to Borrower in its sole discretion such that the total outstanding Advances at any one time are not less than the Minimum Balance. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability for Advances shall be made by Lender in its sole discretion and, absent demonstrable error, is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of the sum of (i) Eighty-Five percent (85%) of the Borrowing Base for Eligible Billed Receivables, (ii) Sixty percent (60%) of the Borrowing Base for Eligible Unbilled Receivables, and (iii) as determined by Lender in its sole discretion following the completion of the Inventory Field Examination, either (a) Fifty percent (50%) of the Borrowing Base for Eligible Finished Goods Inventory valued at the lower of cost basis or market value or and (b) Eighty-Five percent (85%) of the Borrowing Base for Eligible Inventory valued at orderly liquidation value, minus, the US Bio Reserve and, if applicable, any other amounts adjusted or reserved pursuant to this Agreement (such calculated amount being referred to herein as the “"Availability”"); provided, however, that at no time shall more than Four Hundred Thousand Dollars One Million and 00/100 ($400,0001,000,000.00) of the Availability be comprised of Eligible Inventory. Advances under the Revolving Facility automatically shall be made for the payment of interest on the Advances and the Term Loan Draws Notes and other Obligations Obligations, including Overadvances, on the date when due to the extent available and as provided for herein. The proceeds Notwithstanding any provision of Advances this subsection (a) to the contrary, Borrower shall not be permitted to include Eligible Inventory in the Availability unless and until Lender has completed and reviewed an independent appraisal and field examination of Borrower's Inventory at the expense of Borrower and the results of which are satisfactory to Lender in its sole discretion (the "Inventory Field Examination"). (b) On the Restatement Date, Lender shall make the Overadvance Facility available to Borrower pursuant to which Borrower may request advances ("Overadvances") from time to time during the Term of up to the Overadvance Facility Cap as follows: (i) As long as no Default or Event of Default shall have occurred and be continuing, Borrower shall be permitted to request Overadvances commencing on the Restatement Date and continuing through July 31, 2004 in an amount not to exceed One Million Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000.00) in the aggregate (each, an "Initial Overadvance" and, collectively, "Initial Overadvances"); and (ii) As long as no Default or Event of Default shall have occurred and be continuing, commencing March 1, 2005 and continuing during the Term, Borrower shall be permitted to request subsequent Overadvances (each, a "Subsequent Overadvance" and, collectively, "Subsequent Overadvances") in amounts determined as follows by reference to Borrower's EBITDA as of the end of the most recent Test Period prior to the date of the requested Subsequent Overadvance: At no time shall Overadvances exceed the Overadvance Facility Cap. Except as otherwise noted herein, outstanding Overadvances, and all principal, interest, fees and other costs and expenses relating to the Overadvances, shall be treated as additional Obligations under this Agreement and the Revolving other Loan Documents. Each Overadvance shall be in an amount of at least $100,000. Commencing March 1, 2005 in the case of Subsequent Overadvances only, the Overadvance Facility shall be used by Borrower (i) a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as a provider of health care services, (ii) as a wholesaler, retailer and provider of medical supplies and services, (iii) for the generation of receivables/inventory, (iv) for the refinancing of existing indebtedness, (v) for payments to Lender hereunder and (vi) for any other lawful purpose permitted under this Agreement. (bc) Lender has established the above-referenced advance rate rates for Availability and, in its sole credit judgment, may further adjust the Availability and such advance rates by applying percentages (known as “"liquidity factors”") to Eligible Receivables by payor class based upon Borrower’s 's actual recent collection history for each such payor class (i.e., Medicare, Medicaid, commercial insurance, etc.) and to Eligible Inventory in a manner consistent with Lender’s 's underwriting practices and procedures, including without limitation Lender’s 's review and analysis of, among other things, Borrower’s 's historical returns, rebates, discounts, credits and allowances (collectively, the “"Dilution Items”"). Such liquidity factors and the advance rate rates for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s 's underwriting practices and procedures in its sole credit judgment. Also, Lender shall have the right to establish from time to time, in its sole credit judgment, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be disbursed to Borrower under the Revolving Facility pursuant to this Agreement.

Advances Payment and Interest. 2.1 The Revolving FacilityTHE REVOLVING FACILITY (a) Subject to the provisions of this Agreement, each Lender shall continue agrees to make available its Pro Rata Share of Advances, including Advances in connection with the Existing Advances and make Advances issuance or collateralization of Letters of Credit, to Borrower under the Revolving Facility from time to time during the Term; provided, provided thatthat (i) the Pro Rata Share of the Advances of any Lender shall not at any time exceed its separate Commitment, notwithstanding any other provision of this Agreement, and (ii) the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed either the lesser of (aA) the Facility Cap, or Cap and (bB) the AvailabilityAvailability plus additional amounts that Lender may advance pursuant to Section 2.4(b) to Borrower in its sole discretion to achieve the Minimum Balance. The obligations of Lenders hereunder shall be several and not joint up to the amount of the Commitments. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability availability within the Borrowing Base for Advances shall be made by Lender Agent in its sole discretion and, absent demonstrable error, Permitted Discretion and is final and binding upon Borrower. Unless otherwise permitted by LenderAgent, each Advance shall be in an amount of at least $1,000100,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of the sum of (i) Eighty-Five percent (85%) % of the Borrowing Base for Eligible Billed Receivables, (ii) Sixty percent (60%) of the Borrowing Base for Eligible Unbilled Receivables, and (iii) as determined by Lender in its sole discretion following the completion of the Inventory Field Examination, either (a) Fifty percent (50%) of the Borrowing Base for Eligible Finished Goods Inventory valued at the lower of cost basis or market value or (b) Eighty-Five percent (85%) of the Borrowing Base for Eligible Inventory valued at orderly liquidation value, minus, the US Bio Reserve and, if applicable, any other amounts adjusted or reserved pursuant to this Agreement (such calculated amount being referred to herein as the “Availability”"AVAILABILITY"); provided, however, that at no time shall more than Four Hundred Thousand Dollars ($400,000) of the Availability be comprised of Eligible Inventory. Advances under the Revolving Facility automatically shall be made for the payment of interest on the Advances and the Term Loan Draws Loans and other Obligations on the date when due to the extent available and as provided for herein. The proceeds of Advances under the Revolving Facility shall be used by Borrower (i) as a provider of health care services, (ii) as a wholesaler, retailer and provider of medical supplies and services, (iii) for the generation of receivables/inventory, (iv) for the refinancing of existing indebtedness, (v) for payments to Lender hereunder and (vi) for any other lawful purpose permitted under this Agreement. (b) Lender Agent has established the above-referenced advance rate for Availability and, in its sole credit judgmentfollowing an audit and review of Borrower's financial statements and with not less than three (3) Business Days prior notice to Borrower (except that upon the occurrence, and during the continuance, of a Default or Event of Default, such notice shall not be required), may further adjust the Availability and such advance rates rate by applying percentages (known as “liquidity factors”"LIQUIDITY FACTORS") to Eligible Receivables by payor class based upon Borrower’s 's actual recent collection history for each such payor class (i.e., Medicare, Medicaid, commercial insurance, etc.) and to Eligible Inventory all in a manner consistent with Lender’s Agent's underwriting practices and procedures, including including, without limitation Lender’s limitation, Agent's review and analysis of, among other things, Borrower’s 's historical returns, rebates, discounts, credits and allowances (collectively, the “Dilution Items”"DILUTION ITEMS"). Such liquidity factors and the advance rate for Availability may be adjusted by Lender Agent, throughout the Term Term, subject to prior notice to Borrower, as warranted by Lender’s Agent's underwriting practices and procedures in its sole credit judgmentPermitted Discretion. Also, Lender Agent shall have the right to establish and readjust from time to time, in its sole credit judgmentPermitted Discretion, reserves against the Borrowing Base, including, without limitation, a reserve in the amount of $25,000,000 (the "SPP RESERVE") with respect to the pending investigation of the Audit Committee of the Board of Directors of ASG into matters directly related to SPP business and accounting activities and practices described in the press release issued by ASG on October 24, 2005 (the "SPP INVESTIGATION"); provided, however, that Agent shall have the right to readjust from time to time, in its Permitted Discretion, the SPP Reserve, which reserves shall have the effect of reducing the amounts otherwise eligible to be disbursed to Borrower under the Revolving Facility pursuant to this Agreement.

Advances Payment and Interest. 2.1 The Revolving Facility (a) Subject to the provisions of this Agreement, Lender shall continue the Existing Advances and make Advances to Borrower under the Revolving Facility from time to time during the Term, provided that, notwithstanding any other provision of this Agreement, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed either of (a) the Facility Cap, or Cap and (b) the Availability. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability availability within the Borrowing Base for Advances shall be made by Lender in its sole discretion and, absent demonstrable error, and is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of in an amount equal to the sum of (i) Eighty-Five percent (85%) Applicable Advance Rate of the Borrowing Base for Eligible Billed Receivables, (ii) Sixty percent (60%) of the Borrowing Base for Eligible Unbilled Receivables, and (iii) as determined by Lender in its sole discretion following the completion of the Inventory Field Examination, either (a) Fifty percent (50%) of the Borrowing Base for Eligible Finished Goods Inventory valued at the lower of cost basis or market value or (b) Eighty-Five percent (85%) of the Borrowing Base for Eligible Inventory valued at orderly liquidation valueBase, minus, the US Bio Reserve and, if applicable, any other amounts adjusted or reserved pursuant to this Agreement (such calculated amount being referred to herein as the “"Availability”"); provided, however, that at no time shall more than Four Hundred Thousand Dollars ($400,000) of the Availability be comprised of Eligible Inventory. Advances under the Revolving Facility automatically shall be made for the payment of interest on the Advances Revolving Facility and the Term Loan Draws and other Obligations on the date when due to the extent available and as provided for herein. The proceeds of Advances under the Revolving Facility shall be used by Borrower (i) as a provider of health care services, (ii) as a wholesaler, retailer and provider of medical supplies and services, (iii) for the generation of receivables/inventory, (iv) for the refinancing of existing indebtedness, (v) for payments to Lender hereunder and (vi) for any other lawful purpose permitted under this Agreement. (b) Lender has established the above-referenced advance rate for Availability and, in its sole credit judgment, may further adjust the Availability and such advance rates rate by applying percentages (known as “"liquidity factors”") to Eligible Receivables by payor class based upon Borrower’s 's actual recent collection history for each such payor class (i.e., Medicare, Medicaid, commercial insurance, etc.) and to Eligible Inventory in a manner consistent with Lender’s 's underwriting practices and procedures, including without limitation Lender’s 's review and analysis of, among other things, Borrower’s 's historical returns, rebates, discounts, credits and allowances (collectively, the “"Dilution Items”"). Such liquidity factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s 's underwriting practices and procedures in its sole credit judgment. Also, Lender shall have the right to establish from time to time, in its sole credit judgment, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be disbursed to Borrower under the Revolving Facility pursuant to this Agreement.

Advances Payment and Interest. 2.1 The Revolving Facility (a) Subject to the provisions of this Agreement, Lender shall continue the Existing Advances and make Advances to Borrower under the Revolving Facility from time to time during the Term, provided that, notwithstanding any other provision of this Agreement, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed either the lesser of (a) the Revolving Facility Cap, or and (b) the Availability. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability for Advances shall be made by Lender in its sole discretion and, absent demonstrable error, and is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of the sum of (i) Eighty-Five percent (85%) of the Borrowing Base for Eligible Billed Receivables, (ii) Sixty percent (60%) of the Borrowing Base for Eligible Unbilled Receivables, and (iiiii) as determined by Lender in its sole discretion following the completion of the Inventory Field Examination, either (a) Fifty percent (50%) of the Borrowing Base for Eligible Finished Goods Inventory valued at the lower of cost basis or market value or (b) Eighty-Five percent (85%) of the Borrowing Base for Eligible Inventory valued at orderly liquidation value, minus, the US Bio Reserve and, if applicable, any other amounts adjusted or reserved pursuant to this Agreement (such calculated amount being referred to herein as the “"Availability”); ") provided, however, that at no time shall more than Four Hundred Thousand Dollars fifty percent ($400,00050 %) of the Availability be comprised of the Borrowing Base for Eligible Inventory. Advances under the Revolving Facility automatically shall be made for the payment of interest on the Advances and the Term Loan Draws and other Obligations on the date when due to the extent available and as provided for herein. The proceeds of Advances under the Revolving Facility shall be used by Borrower (i) as a provider of health care services, (ii) as a wholesaler, retailer and provider of medical supplies and services, (iii) for the generation of receivables/inventory, (iv) for the refinancing of existing indebtedness, (v) for payments to Lender hereunder and (vi) for any other lawful purpose permitted under this Agreement. (b) Lender has established the above-referenced advance rate for Availability and, in its sole credit judgment, may further adjust the Availability and such advance rates rate by applying percentages (known as “liquidity "dilution factors”") to Eligible Receivables by payor class based upon Borrower’s 's actual recent collection history for each such payor class (i.e., Medicare, Medicaid, commercial insurance, etc.) and to Eligible Inventory in a manner consistent with Lender’s 's underwriting practices and procedures, including without limitation Lender’s 's review and analysis of, among other things, Borrower’s 's historical returns, rebates, discounts, credits and allowances (collectively, the “"Dilution Items”"). Such liquidity dilution factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s 's underwriting practices and procedures in its sole credit judgment. Also, Lender shall have the right to establish from time to time, in its sole credit judgment, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be disbursed to Borrower under the Revolving Facility pursuant to this Agreement.

Advances Payment and Interest. 2.1 The Revolving Facility (a) Subject to the provisions of this Agreement, Lender shall continue the Existing Advances and make Advances to Borrower under the Revolving Facility from time to time during the Term, provided that, notwithstanding any other provision of this Agreement, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed either of (a) the Facility Cap, or and (b) the Availability; provided, that Lender may, in its Permitted Discretion, make Advances to Borrower which exceed the Availability (such Advances being referred to herein as "Overadvances") by an amount which does not exceed the Overadvance limit in effect at any time. Overadvances shall be treated for all purposes as Advances under the Revolving Facility and shall be entitled to the benefit of any and all security and guarantees now or hereinafter existing with respect to Advances. Unless the context otherwise requires, all references in this Agreement, the Notes and the other Loan Documents to the term "Advances" shall also mean and refer to Overadvances. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability availability within the Borrowing Base for Advances shall be made by Lender in its sole discretion and, absent demonstrable error, and is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of in an amount equal to the sum of (i) Eighty-Five percent (85%) Applicable Advance Rate of the Borrowing Base for Eligible Billed Receivables, (ii) Sixty percent (60%) of the Borrowing Base for Eligible Unbilled Receivables, and (iii) as determined by Lender in its sole discretion following the completion of the Inventory Field Examination, either (a) Fifty percent (50%) of the Borrowing Base for Eligible Finished Goods Inventory valued at the lower of cost basis or market value or (b) Eighty-Five percent (85%) of the Borrowing Base for Eligible Inventory valued at orderly liquidation valueBase, minus, the US Bio Reserve and, if applicable, any other amounts adjusted or reserved pursuant to this Agreement (such calculated amount being referred to herein as the “"Availability”"); provided, however, that at no time shall more than Four Hundred Thousand Dollars ($400,000) of the Availability be comprised of Eligible Inventory. Advances under the Revolving Facility automatically shall be made for the payment of interest on the Advances and the Term Loan Draws Revolving Note and other Obligations on the date when due to the extent available and as provided for herein. The proceeds of Advances under the Revolving Facility shall be used by Borrower (i) as a provider of health care services, (ii) as a wholesaler, retailer and provider of medical supplies and services, (iii) for the generation of receivables/inventory, (iv) for the refinancing of existing indebtedness, (v) for payments to Lender hereunder and (vi) for any other lawful purpose permitted under this Agreement. (b) Lender has established the above-referenced advance rate for Availability and, in its sole credit judgment, may further adjust the Availability and such advance rates by applying percentages (known as “liquidity factors”) to Eligible Receivables by payor class based upon Borrower’s actual recent collection history for each such payor class (i.e., Medicare, Medicaid, commercial insurance, etc.) and to Eligible Inventory in a manner consistent with Lender’s underwriting practices and procedures, including without limitation Lender’s review and analysis of, among other things, Borrower’s historical returns, rebates, discounts, credits and allowances (collectively, the “Dilution Items”). Such liquidity factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s underwriting practices and procedures in its sole credit judgment. Also, Lender shall have the right to establish from time to time, in its sole credit judgment, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be disbursed to Borrower under the Revolving Facility pursuant to this Agreement.

Advances Payment and Interest. 2.1 2.1. The Revolving Facility (a) Subject to the provisions of this Agreement, Lender shall continue the Existing Advances and make Advances to Borrower under the Revolving Facility from time to time during the Term, provided that, notwithstanding any other provision of this Agreement, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed either of (a) the Facility CapCap (less the outstanding balance of the Term Loan), or and (b) the Availability. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability availability within the Borrowing Base for Advances shall be made by Lender in its sole discretion and, absent demonstrable error, Permitted Discretion and is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of the sum of (ia) Eightyeighty-Five five percent (85%) of the Borrowing Base for of Eligible Billed Receivables, plus (iib) Sixty twenty-five percent (6025%) of the Borrowing Base for of Eligible Unbilled Pre-Billed Receivables, and plus (iiic) as determined by Lender in its sole discretion following the completion of the Inventory Field Examination, either (a) Fifty fifty percent (50%) of the Borrowing Base for of Eligible Finished Goods Inventory valued at the lower of cost basis or market value or (b) Eighty-Five percent (85%) of the Borrowing Base for Eligible Inventory valued at orderly liquidation value, Unbilled Receivables minus, the US Bio Reserve and, if applicable, any other amounts adjusted or reserved pursuant to this Agreement (such calculated amount being referred to herein as the “Availability”); provided, however, that at no time shall more than Four Hundred Thousand Dollars ($400,000) of the Availability be comprised of Eligible Inventory. Advances under the Revolving Facility automatically shall be made for the payment of interest on the Advances and the Term Loan Draws Revolving Note and other Obligations on the date when due to the extent available and as provided for herein. The proceeds of Advances under the Revolving Facility shall be used by Borrower (i) as a provider of health care services, (ii) as a wholesaler, retailer and provider of medical supplies and services, (iii) for the generation of receivables/inventory, (iv) for the refinancing of existing indebtedness, (v) for payments to Lender hereunder and (vi) for any other lawful purpose permitted under this Agreement. (b) Lender has established the above-referenced advance rate for Availability and, in its sole credit judgmentPermitted Discretion, may further adjust the Availability and such advance rates rate by applying percentages (known as “liquidity factors”) to Eligible Receivables by payor class based upon Borrower’s actual recent collection history for each such payor class (i.e., Medicare, Medicaid, commercial insurance, etc.) and to Eligible Inventory in a manner consistent with Lender’s underwriting practices and procedures, including without limitation Lender’s review and analysis of, among other things, Borrower’s historical returns, rebates, discounts, credits and allowances (collectively, the “Dilution Items”). Such In accordance with the foregoing, such liquidity factors and the advance rate rates for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s underwriting practices and procedures in its sole credit judgmentPermitted Discretion. Also, in addition to the Loan Reserve which has been established on the Closing Date, Lender shall have the right to establish from time to time, in its sole credit judgmentPermitted Discretion, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be disbursed to Borrower under the Revolving Facility pursuant to this Agreement.

Advances Payment and Interest. 2.1 The Revolving Facility (a) Subject to the provisions of this Agreement, Lender shall continue the Existing Advances and make Advances to Borrower under the Revolving Facility from time to time during the Term, ; provided that, notwithstanding any other provision of this Agreement, the ------------- aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed either of (a) the Facility Cap, or Cap and (b) the AvailabilityAvailability as defined below. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability for Advances shall be made by Lender in its sole discretion and, absent demonstrable error, is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in U.S. Dollarsdollars, of the sum of (i) Eighty-Five percent (85%) of the Borrowing Base for Eligible Billed Receivables, (ii) Sixty percent (60%) of the Borrowing Base for Eligible Unbilled Receivables, and (iii) as determined by Lender in its sole discretion following the completion of the Inventory Field Examination, either (a) Fifty fifty percent (50%) of the Borrowing Base for Eligible Finished Goods Inventory valued at the lower of cost basis or market value or (b) Eighty-Five percent (85%) of the Borrowing Base for Eligible Inventory valued at orderly liquidation value, minus, the US Bio Reserve and, if applicable, any other amounts adjusted or reserved pursuant to this Agreement (such calculated amount being referred to herein as the “"Availability”"); provided, however, that at no time shall more than Four Hundred Thousand Dollars ($400,000) of the Availability be comprised of Eligible Inventory. Advances under the Revolving Facility automatically shall be made for the payment of interest on the Advances and the Term Loan Draws Note and other Obligations on the date when due to the extent available and as provided for herein. The proceeds of Advances under the Revolving Facility shall be used by Borrower (i) as a provider of health care services, (ii) as a wholesaler, retailer and provider of medical supplies and services, (iii) for the generation of receivables/inventory, (iv) for the refinancing of existing indebtedness, (v) for payments to Lender hereunder and (vi) for any other lawful purpose permitted under this Agreement. (b) Lender has established the above-referenced advance rate for Availability and, in its sole credit judgment, may further adjust the Availability and such advance rates rate by applying percentages (known as “"liquidity factors”") to Eligible Receivables by payor class based upon Borrower’s 's actual recent collection history for each such payor class (i.e., Medicare, Medicaid, commercial insurance, etc.) and to Eligible Inventory in a manner consistent with Lender’s 's generally applicable underwriting practices and procedures, including without limitation Lender’s 's review and analysis of, among other things, Borrower’s 's historical returns, rebates, discounts, credits and allowances (collectively, the “"Dilution Items”"). Such liquidity factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by in Lender’s 's sole credit judgment, consistent with Lender's generally applicable underwriting practices and procedures in its sole credit judgmentprocedures. Also, Lender shall have the right to establish from time to time, in its sole credit judgment, consistent with its generally applicable lending practices, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be disbursed to Borrower under the Revolving Facility pursuant to this Agreement.