Common use of CESSATION OF ADVANCES Clause in Contracts

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies. becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender; or (E) Lender in good xxxxx xxxxx itself insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any XXX or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies. , becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s 's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s 's guaranty of the Loan or any other loan with Lender; or (E) Lender in good xxxxx xxxxx itself insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s 's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any XXX or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (Aa) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (Bb) Borrower or any Guarantor dies. becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (Cc) there occurs a material adverse change in Borrower’s 's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (Dd) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s 's guaranty of the Loan or any other loan with Lender; . LOAN ADVANCES. Lender, in its discretion, will make loans to Borrower, in amounts determined by Lender, up to the amounts as defined and permitted in this Agreement and the Related Documents, including, but not limited to, any Promissory Notes, executed by Borrower (the "Credit Limit"). Borrower is responsible for monitoring the total amount of Loans and Indebtedness outstanding from time to time, and Borrower shall not permit the same, at any time to exceed the Credit Limit. If at any time the total of all outstanding Loans and Indebtedness exceeds the Credit Limit, Borrower shall immediately pay the amount of the excess to Lender, without notice or demand. BORROWING BASE FORMULA. Funds shall be advanced under the Borrower's line of credit facility according to a borrowing base formula, as determined by Lender, defined as follows: the lesser of (i) $1,000,000.00, or (Eii) Lender in good xxxxx xxxxx itself insecure, even though no Event seventy five percent (75%) of Default Eligible Accounts Receivable. Eligible Accounts Receivable shall have occurred. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s be defined as those accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open that arise in the future. Howeverordinary course of Borrower's business, this does not include any XXX or Xxxxx including those accounts outstanding less than 90 days from the date of invoice, but shall exclude foreign, government, contra and intercompany accounts, and exclude accounts wherein 50% or any trust more of the account is outstanding more than 90 days from the date of invoice. Any account which alone exceeds 25% of total accounts for which setoff would will be prohibited by law. Borrower authorizes Lender, ineligible to the extent permitted said account exceeds 25% of total accounts. Lender shall also deem ineligible any credit balances which are aged past 90 days, and accounts generated by applicable lawthe sale of demonstration or promotional equipment. The standards of eligibility shall be fixed from time to time by Lender, in Lender's reasonable judgment upon notification to charge or setoff all sums owing on Borrower. Lender reserves the Indebtedness against right to exclude any and all such accounts, and, at Lender’s option, accounts the collection of which Lender reasonably determines to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraphbe doubtful.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies. , becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender; or (E) Lender in good xxxxx xxxxx itself insecure, even though no Event of Default shall have occurred. BUSINESS LOAN AGREEMENT RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any XXX IRA or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Borrower Xxxxxxxx authorizes LenderXxxxxx, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan Loon to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan Loon proceeds if: (Aa) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (Bb) Borrower or any Guarantor dies. becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (Cc) there occurs a material adverse change in Borrower’s 's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any LoanLoon; or (Dd) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s 's guaranty of the Loan or any other loan loon with Lender; or (Ee) Lender in good xxxxx xxxxx itself insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFF================================================================================ YEAR 2000. To Borrower has reviewed and assessed its business operations and computer systems and applications to address the extent permitted "year 2000 problem" (that is, that computer applications and equipment used by applicable lawBorrower, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checkingdirectly or indirectly through third parties, savingsmay be unable to properly perform date- sensitive functions before, or some other accountduring and after January 1, 2000). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open reasonably believes that the year 2000 problem will not result in the future. Howevera material adverse change in Borrower's business condition (financial or otherwise), this does not include any XXX operations, properties or Xxxxx accounts, prospects or any trust accounts for which setoff would be prohibited by lawability to repay Lender. Borrower authorizes agrees that this representation will be true and correct on and shall be deemed made by Borrower on each date Borrower requests any advance under this Agreement or Note or delivers any information to Lender, . Borrower will promptly deliver to the extent permitted by applicable law, Lender such information relating to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender’s option, this representation as Lender requests from time to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraphtime.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies. , becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender; or (E) Lender in good xxxxx fxxxx xxxxx itself insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any XXX IRA or Xxxxx Kxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Borrower Bxxxxxxx authorizes LenderLxxxxx, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at LenderLxxxxx’s option, to administratively freeze all such accounts to allow Lender to protect LenderLxxxxx’s charge and setoff rights provided in this paragraph.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other 5 06-22-2001 BUSINESS LOAN AGREEMENT PAGE 5 LOAN NO 2789-34 (CONTINUED) ================================================================================ agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (Aa) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; , (Bb) Borrower or any Guarantor dies. becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (Cc) there occurs a material adverse change in Borrower’s 's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (Dd) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s 's guaranty of the Loan or any other loan with Lender; or (Ee) Lender in good faixx xxxxx xxxxx itself xxself insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFFACCESS LAWS. To Without limiting the extent permitted by generality of any provision of this agreement requiring Borrower to comply with applicable lawlaws, Lender reserves a right rules, and regulations, Borrower agrees that it will at all times comply with applicable laws relating to disabled access including, but not limited to, all applicable titles of setoff in all Borrower’s accounts the Americans with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any XXX or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraphDisabilities Act of 1990.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (Aa) Borrower or any Guarantor or any Subsidiary or Affiliate is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor or any Subsidiary or Affiliate has with Lender; (Bb) Borrower or any Guarantor dies. becomes incompetent or any Subsidiary or Affiliate becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (Cc) there occurs a material adverse change in Borrower’s 's financial condition, in the financial condition of any Guarantor, in the financial condition of any Subsidiary or Affiliate, or in the value of any Collateral securing any Loan; or (Dd) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s 's guaranty of the Loan or any other loan with Lender; or (Ee) Lender in good faitx xxxxx xxxxx itself xxxelf insecure, even though no Event of Default shall have occurred. RIGHT ACCESS LAWS. Without limiting the generality of any provision of this agreement requiring Borrower to comply with applicable laws, rules, and regulations, Borrower agrees that it will at all times comply with applicable laws relating to disabled access including, but not limited to, all applicable titles of the Americans with Disabilities Act of 1990. STATUTE OF SETOFFFRAUDS DISCLOSURE. To the extent permitted by applicable lawORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checkingEXTEND CREDIT, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any XXX or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraphOR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lenderlender; (B) Borrower or any Guarantor dies. , becomes incompetent or becomes insolvent, files insolvent fifes a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s 's guaranty of the Loan loan or any other loan with Lender; or (E) Lender in good xxxxx xxxxx itself insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s 's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any XXX IRA or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes LenderXxxxxx, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness debt against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies. , becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender; or (E) Lender in good xxxxx fxxxx xxxxx itself insecure, even though no Event of Default shall have occurred. occurred RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any XXX IXX or Xxxxx Kxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies. , becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s 's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s 's guaranty of the Loan or any other loan with Lender; or (E) Lender in good xxxxx xxxxx itself insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s 's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any XXX IRA or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Borrower Xxxxxxxx authorizes LenderXxxxxx, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender’s Xxxxxx's option, to administratively freeze all such accounts to allow Lender to protect Lender’s Xxxxxx's charge and setoff rights provided in this paragraph.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (Aa) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (Bb) Borrower or any Guarantor dies. becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (Cc) there occurs a material adverse change in Borrower’s 's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (Dd) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s 's guaranty of the Loan or any other loan with Lender; . LOAN ADVANCES. Lender, in its discretion, will make loans to Borrower, in amounts determined by Lender, up to the amounts as defined and permitted in Agreement and the Related Documents, including, but not limited to, any Promissory Notes, executed by Borrower (the "Credit Limit"). Borrower is responsible for monitoring the total amount of Loans and Indebtedness outstanding from time to time, and Borrower shall not permit the same, at any time to exceed the Credit Limit. If at any time the total of all outstanding Loans and Indebtedness exceeds the Credit Limit, Borrower shall immediately pay the amount of the excess to Lender, without notice or demand. BORROWING BASE FORMULA. Funds shall be advanced under the Borrower's line of credit facility according to a borrowing base formula, as determined by Lender, defined as follows: the lesser of (i) $2,000,000.00, minus the face amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) or (Eii) Lender in good xxxxx xxxxx itself insecureseventy percent (70%) of Eligible Accounts Receivable, even though no Event minus the face amount of Default shall have occurred. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right all outstanding Letters of setoff in all Borrower’s accounts with Lender Credit (whether checking, savings, or some other accountincluding drawn but unreimbursed Letters of Credit). This includes all Eligible Accounts Receivable shall be defined as those accounts Borrower holds jointly with someone else and all accounts Borrower may open that arise in the future. Howeverordinary course of Borrower's business, this does not include any XXX or Xxxxx including those accounts outstanding less than 90 days from the date of invoice, but shall exclude foreign, government, contra and intercompany accounts, and exclude accounts wherein 50% or any trust more of the account is outstanding more than 90 days from the date of invoice. Any account which alone exceeds 25% of total accounts for which setoff would will be prohibited by law. Borrower authorizes Lender, ineligible to the extent permitted said account exceeds 25% of total accounts. Lender shall also deem ineligible any credit balances which are aged past 90 days, and accounts generated by applicable lawthe sale of demonstration or promotional equipment. The standards of eligibility shall be fixed from time to time by Lender, in Lender's reasonable judgment upon notification to charge or setoff all sums owing on Borrower. Lender reserves the Indebtedness against right to exclude any and all such accounts, and, at Lender’s option, accounts the collection of which Lender reasonably determines to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph.be doubtful. AMENDED AND RESTATED BUSINESS LOAN AGREEMENT (CONTINUED)

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies. , becomes incompetent or becomes insolvent, files flies a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender; or (E) Lender in good xxxxx xxxxx itself insecure, even though no Event of Default shall have occurred. BUSINESS LOAN AGREEMENT RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any XXX IXX or Xxxxx Kxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (Aa) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (Bb) Borrower or any Guarantor dies. becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (Cc) there occurs a material adverse change in Borrower’s 's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (Dd) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s 's guaranty of the Loan or any other loan with Lender; or (Ee) Lender in good xxxxx xxxxx itself insecure, even though no Event of Default shall have occurred. RIGHT ACCESS LAWS. Without limiting the generality of any provision of this agreement requiring Borrower to comply with applicable laws, rules, and regulations, Borrower agrees that it will at all times comply with applicable laws relating to disabled access including, but not limited to, all applicable titles of the Americans with Disabilities Act of 1990. STATUTE OF SETOFFFRAUDS DISCLOSURE. To the extent permitted by applicable lawORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checkingEXTEND CREDIT, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any XXX or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraphOR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds ifIf: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies. , becomes incompetent Incompetent or becomes insolventInsolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in In Borrower’s 's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (Dd) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s 's guaranty of the Loan or any other loan with Lender; or (Ee) Lender in good xxxxx xxxxx itself Itself insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s 's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include Include any XXX IRA or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes LenderXxxxxx, to the extent permitted by applicable law, to charge or setoff all sums owing on an the Indebtedness debt against any and all such accounts, and, at Lender’s Xxxxxx's option, to administratively freeze all such accounts to allow Lender to protect Lender’s Xxxxxx's charge and setoff rights provided in this paragraph.

CESSATION OF ADVANCES. If Lender Xxxxxx has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan Loon proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the this Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies. , becomes incompetent or becomes insolvent, files a petition in In bankruptcy or similar proceedings, or is in adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender; or (E) Lender in good xxxxx xxxxx itself insecureItself Insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower accounts. Xxxxxxxx holds jointly with someone else and all accounts account Borrower may open in the future. However, this does not include any XXX IRA or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Borrower Xxxxxxxx authorizes LenderXxxxxx, to the extent permitted by applicable law, to charge or setoff all sums aums owing on the Indebtedness against any and all such accounts, and, at LenderXxxxxx’s option, to administratively freeze all such accounts to allow Lender to protect LenderXxxxxx’s charge and setoff rights provided in this paragraph.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to 1o Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (Aa) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (Bb) Borrower or any Guarantor dies. becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (Cc) there occurs a material adverse change in Borrower’s 's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (Dd) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s 's guaranty of the Loan or any other loan with Lender; or (Ee) Lender in good xxxxx xxxxx itself insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFF. To ACCESS LAWS; Without limiting the extent permitted by generality of any provision of this agreement requiring Borrower to comply with applicable lawlaws, Lender reserves a right rules, and regulations, Borrower agrees that it will at all times comply with applicable laws relating to disabled access including, but not limited to, all applicable titles of setoff in all Borrower’s accounts the Americans with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any XXX or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraphDisabilities Act of 1990.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (Aa) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (Bb) Borrower or any Guarantor dies. becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (Cc) there occurs a material adverse change in Borrower’s 's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any LoanLoan which would cause Lender to reasonably doubt Borrower's ability to satisfy its obligations under this agreement; or (Dd) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s 's guaranty of the Loan or any other loan with Lender; or . LOAN ADVANCES. Lender, in its discretion, will make loans to Borrower, in amounts determined by lender, up to the amounts as defined and permitted in this Agreement and the Related Documents, including, but not limited to, any Promissory Notes, executed by Borrower (E) Lender in good xxxxx xxxxx itself insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account"Credit Limit"). This includes Borrower is responsible for monitoring the total amount of Loans and Indebtedness outstanding from time to time, and Borrower shall not permit the same, at any time to exceed the Credit Limit. If at any time the total of all accounts outstanding Loan and Indebtedness exceeds the Credit Limit, Borrower holds jointly with someone else and all accounts Borrower may open in shall immediately pay the future. However, this does not include any XXX or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes amount of the excess to Lender, to without notice or demand. Notwithstanding the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any terms and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided conditions as set forth in this paragraphAgreement, the sum of (a) the outstanding principal balance under Borrower's line of credit facility plus (b) the outstanding letters of credit (including drawn by unreimbursed letters of credit) plus (c) the Foreign Exchange Reserve plus (d) the Cash Management Services shall not exceed at any one time $15,000,000.00.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (Aa) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (Bb) Borrower or any Guarantor dies. becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (Cc) there occurs a material adverse change in Borrower’s 's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (Dd) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s 's guaranty of the Loan or any other loan with Lender; or (Ee) Lender in good xxxxx xxxxx itself insecure, even though no Event of Default shall have occurred. RIGHT ACCESS LAWS. Without limiting the generality of any provision of this agreement requiring Borrower to comply with applicable laws, rules, and regulations, Borrower agrees that it will at all times comply with applicable laws relating to disabled access including, but not limited, to, all applicable titles of the Americans with Disabilities Act of 1990. STATUE OF SETOFFFRAUDS DISCLOSURE. To the extent permitted by applicable lawORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checkingEXTEND CREDIT, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any XXX or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraphOR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; , (B) Borrower or any Guarantor dies. , becomes incompetent or becomes insolventInsolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in In Borrower’s 's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D0) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s 's guaranty of the Loan or any other loan with Lender; or (E) Lender in good xxxxx xxxxx itself insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s 's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any XXX IRA or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. , Borrower authorizes LenderXxxxxx, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness debt against any and all such accounts, and, at Lender’s Xxxxxx's option, to administratively freeze all such accounts to allow Lender to protect Lender’s Xxxxxx's charge and setoff rights provided in this paragraph.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (Aa) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (Bb) Borrower or any Guarantor dies. becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (Cc) there occurs a material adverse change in Borrower’s 's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (Dd) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s 's guaranty of the Loan or any other loan with Lender; or . LOAN ADVANCES. Lender, in its discretion, will make loans to Borrower, in amounts determined by Lender, up to the amounts as defined and permitted in this Agreement and Related Documents, including but not limited to any Promissory Notes, executed by Borrower (E) Lender in good xxxxx xxxxx itself insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account"Credit Limit"). This includes Borrower is responsible for monitoring the total amount of Loans and Indebtedness outstanding from time to time, and Borrower shall not permit the same, at any time to exceed the Credit Limit. If at any time the total of all accounts outstanding Loans and Indebtedness exceeds the Credit Limit, Borrower holds jointly with someone else and all accounts Borrower may open in shall immediately pay the future. However, this does not include any XXX or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes amount of the excess to Lender, to the extent permitted by applicable law, to charge without notice or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraphdemand.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (Aa) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (Bb) Borrower or any Guarantor dies. becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (Cc) there occurs a material adverse change in Borrower’s 's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (Dd) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s 's guaranty of the Loan or any other loan with Lender; or (Ee) Lender in good faitx xxxxx xxxxx itself xxxelf insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFFADDITIONAL TERMS, CONDITIONS, AND COVENANTS. To An exhibit, titled "ADDITIONAL TERMS, CONDITIONS, AND COVENANTS," is attached to this Agreement and by this reference is made a part of this Agreement just as if all the extent permitted by applicable lawprovisions, Lender reserves a right terms and conditions of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any XXX or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided Exhibit had been fully set forth in this paragraphAgreement.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (Aa) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (Bb) Borrower or any Guarantor dies. becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (Cc) there occurs a material adverse change in Borrower’s 's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (Dd) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s 's guaranty of the Loan or any other loan with Lender; or (Ee) Lender in good xxxxx xxxxx faith deems itself insecure, even though no Event of Default shall have occurredhxxx xxxxxxxd. RIGHT OF SETOFFACCESS LAWS. To Without limiting the extent permitted by generality of any provision of this Agreement requiring Borrower to comply with applicable lawlaws, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checkingrules, savingsand regulations, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any XXX or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, andagrees that it will, at Lender’s optionall times, comply with applicable laws relating to administratively freeze disabled access including, but not limited to, all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraphapplicable titles of the Americans with Disabilities Act of 1990.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of BUSINESS LOAN AGREEMENT (ASSET BASED) the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies. , becomes incompetent or becomes insolvent, files a petition in bankruptcy Bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender; or (E) Lender in good xxxxx xxxxx itself insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any XXX IRA or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Borrower Xxxxxxxx authorizes LenderXxxxxx, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at LenderXxxxxx’s option, to administratively freeze all such accounts to allow Lender to protect LenderXxxxxx’s charge and setoff rights provided in this paragraph.