Common use of REPAYMENT OF REVOLVING LOAN ADVANCES Clause in Contracts

REPAYMENT OF REVOLVING LOAN ADVANCES. (a) Subject to the other provisions of this Section and this Agreement and so long as (1) the total of all Advances Outstanding under the REVOLVING LOAN does not exceed the Lending Formula and (2) each and all of the BORROWERS are otherwise in compliance with all the terms and conditions set forth in this Agreement, Advances drawn under the REVOLVING LOAN need not be repaid until the Revolving Loan Maturity Date. On the Revolving Loan Maturity Date, all Advances Outstanding under the REVOLVING LOAN, plus accrued interest and all other sums due thereon, shall be due and owing, unless LENDER's relationship with the BORROWERS under the REVOLVING LOAN is sooner terminated or modified as provided herein. (b) Notwithstanding the provisions of subsection (a) above, the principal owing on the REVOLVING LOAN shall be repayable on a continuing and continual basis as follows: (1) Each BORROWER agrees to and shall establish and maintain, or permit LENDER to establish and maintain as determined from time to time by LENDER in its discretion, one or more Lockboxes and/or Blocked Accounts. Unless otherwise agreed by LENDER in writing, the Blocked Accounts shall be maintained only at Fleet National Bank, provided, however, that during the first 90 days of this Agreement, Blocked Accounts may be maintained at Wachovia Bank, N.A., so long as such accounts are maintained by said Wachovia Bank, N.A., for the benefit of LENDER pursuant to agreements satisfactory in all respects satisfactory to LENDER. (2) Not in limitation of the foregoing, (A) XXXXXXX has opened and will continue to maintain the Lockbox known as the "West Lockbox"; (B) CLICK has opened and will continue to maintain the Lockbox known as the "Northeast Lockbox"; (C) OLYMPIC has opened and will continue to maintain the Lockbox known as the "NYC Lockbox"; (D) SECURITIES has opened and will continue to maintain the Lockbox known as the "Banking Lockbox"; and (E) SILVER STAR and KBD have opened and will continue to maintain the Lockbox known as the "Southeast Lockbox". (3) Each BORROWER agrees as follows: (A) Each Lockbox is one of the Deposit Accounts described in Article III of this Agreement. (B) Each Blocked Account is an account owned by LENDER and holding funds of LENDER and not funds of any BORROWER and against which any such BORROWER has rights only to the extent that funds in any such account exceeds the Liabilities after this Agreement has been terminated and such Liabilities have been paid in full. (C) Each Blocked Account and checking/demand deposit operating account is one of the Deposit Accounts described in Article III of this Agreement. (A) Each BORROWER agrees to and shall forthwith deposit or shall cause to be deposited all Collateral Proceeds into one or more of the aforementioned Lockboxes, Blocked Accounts and/or such other place designated by LENDER. (B) To implement the foregoing, each BORROWER agrees to and shall direct its Account Debtors and other third parties to remit all the Collateral Proceeds directly to one or more Lockboxes, Blocked Accounts and/or such other place designated by LENDER. (5) As it relates to each Lockbox, each BORROWER hereby authorizes LENDER to, transfer or cause the transfer of (on a daily basis or other frequency determined by LENDER) all amounts from each aforementioned Lockbox into one or more of the aforementioned Blocked Accounts. (6) Each BORROWER agrees to and shall forthwith transfer, assign, endorse, deliver and turn over to LENDER for LENDER's deposit into any such Blocked Account and/or such other place designated by LENDER all the Collateral Proceeds which, despite any such BORROWER's aforementioned direction to its Account Debtors and other third parties, are received by any such BORROWER. (7) In no case shall any BORROWER commingle any of the Collateral Proceeds with any other property of any person or entity not a BORROWER, but shall keep such Collateral Proceeds held in trust for LENDER as LENDER's exclusive property and immediately transfer, assign, endorse, deliver and/or turn such Collateral Proceeds over to LENDER in the identical form received (excluding endorsements necessary for collection for the benefit of LENDER) to a Lockbox, Blocked Account and/or such other place designated by LENDER. (A) Each BORROWER hereby authorizes LENDER to effect the repayment of the Advances Outstanding on the REVOLVING LOAN, the payment of interest thereon and the other Liabilities on a continuing and continual basis, either daily or on another frequency determined by LENDER, by LENDER's transfer, withdrawal or "sweep" of all funds on deposit in the Blocked Accounts. (B) Funds deposited into a Blocked Account prior to 12 noon on any Business Day will normally be transferred, withdrawn or "swept" by LENDER on the immediately following Business Day and funds deposited into a Blocked Account at or after 12 noon on any Business Day will normally be transferred, withdrawn or "swept" by LENDER on the second Business Day following said deposit. (C) LENDER will apply the funds so transferred, withdrawn or "swept" by LENDER to the repayment of Advances Outstanding on the REVOLVING LOAN on the applicable Business Day on which LENDER's aforesaid transfer, withdrawal or "sweep" occurs. (D) LENDER may apply such funds towards satisfying any of the Liabilities of any BORROWER in any order or priority which LENDER in the exercise of its reasonable commercial judgment deems fit. (9) If notwithstanding the application of funds in the Blocked Accounts as set forth above, the BORROWERS are not in compliance with the Lending Formula at any time or by operation of any circumstance, the BORROWERS must, immediately upon the earlier of any BORROWER's knowledge that non-compliance exists or notice from LENDER to do so, bring the REVOLVING LOAN into compliance with the Lending Formula. No BORROWER will be able to draw under the REVOLVING LOAN unless all Advances Outstanding under the REVOLVING LOAN (after giving effect to the drawing) would be in compliance with the Lending Formula. In the event that the BORROWERS fail to so bring all balances Outstanding under the REVOLVING LOAN into compliance with the Lending Formula, such failure shall be an Event of Default of all BORROWERS hereunder and LENDER shall have all rights which arise therefrom. (c) The BORROWERS recognize that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral (other than payment via wire transfer or electronic depository check) may not be collectible by LENDER on the date received. In consideration of LENDER's agreement to conditionally afford the BORROWERS credit as of the Business Day on which LENDER receives those items of payment, each BORROWER agrees that, in computing the charges imposed under this Agreement, all items of payment shall be deemed applied by LENDER against the Liabilities (subject to final payment of such items) two Business Days after the applicable Business Day on which LENDER transfers, withdraws or "sweeps" funds from the corresponding Blocked Account. LENDER is not, however, required to give any BORROWER credit for the amount of any item of payment which is unsatisfactory to LENDER and LENDER may charge the BORROWERS for the amount of any item of payment which is returned to LENDER unpaid. (d) All payments shall be made at the LENDER location or other office that LENDER may hereafter designate by written notice to the BORROWERS given in accordance with this Agreement. (e) Nothing in this Section 2.5 is intended to limit LENDER's right under Section 2.4(c).

REPAYMENT OF REVOLVING LOAN ADVANCES. (a) Subject to the other provisions of this Section and this Agreement and so long as (1) the total of all Advances Outstanding under the REVOLVING LOAN does Revolving Loan do not exceed the Lending Formula and Formula, (2) each and all of the BORROWERS are BORROWER is otherwise in compliance with all the terms and conditions set forth in of this Agreement, any and all Advances drawn under shall be repayable on the REVOLVING LOAN need not be repaid until Maturity Date unless the term of this Agreement or AGENT's Revolving Loan Maturity Daterelationship with BORROWER is sooner accelerated or terminated or modified as provided herein. On the Revolving Loan Maturity Date, all Advances Outstanding under the REVOLVING LOANRevolving Loan, plus accrued interest and all other sums due thereonamounts Outstanding thereunder, shall be due and owing, unless LENDER's relationship with the BORROWERS under the REVOLVING LOAN is sooner terminated due or modified payable as provided herein. (b) Notwithstanding the foregoing provisions of subsection (a) above, prior to the Maturity Date the principal owing on the REVOLVING LOAN Revolving Loan shall be repayable repaid on a continuing and continual basis as follows: (1A) Each BORROWER agrees to and shall establish and maintain, or permit LENDER AGENT to establish and maintain as determined from time to time by LENDER AGENT in its discretion, one or more Lockboxes and/or Blocked Accounts. Unless otherwise agreed by LENDER in writing, the Blocked Accounts shall be maintained only at Fleet National Bank, provided, however, that during the first 90 days of this Agreement, Blocked Accounts may be maintained at Wachovia Bank, N.A., so long as such accounts are maintained by said Wachovia Bank, N.A., for the benefit of LENDER pursuant to agreements satisfactory in all respects satisfactory to LENDER. (2) Not in limitation of the foregoing, (A) XXXXXXX has opened and will continue to maintain the Lockbox known as the "West Lockbox"; (B) CLICK has opened and will continue to maintain the Lockbox known as the "Northeast Lockbox"; (C) OLYMPIC has opened and will continue to maintain the Lockbox known as the "NYC Lockbox"; (D) SECURITIES has opened and will continue to maintain the Lockbox known as the "Banking Lockbox"; and (E) SILVER STAR and KBD have opened and will continue to maintain the Lockbox known as the "Southeast Lockbox". (3) Each BORROWER agrees as follows: (Ai) Each Lockbox is one of the Deposit Accounts described in Article III of this Agreement. (Bii) Each Blocked Account is an account owned by LENDER AGENT for the ratable benefit of the LENDERS and holding funds of LENDER the AGENT and the LENDERS and not funds of any BORROWER and against which any such BORROWER has rights only to the extent that funds in any such account exceeds the Liabilities after this Agreement has been terminated and such Liabilities have been paid in full. (Ciii) Each Blocked Account and checking/demand deposit operating account is one of the Deposit Accounts described in Article III of this Agreement. (A2) Each BORROWER agrees to and shall forthwith deposit or shall cause to be deposited all Collateral Proceeds into one or more a Blocked Account each of the aforementioned Lockboxesfollowing: (A) all proceeds (including proceeds in the form of cash, Blocked Accounts and/or such checks, notes, instruments for the payment of money, remittances in kind, and the like) which BORROWER receives from any sale, lease, transfer, exchange or other place designated by LENDER.disposition of any of its assets (whether tangible or intangible) and from services rendered to Account Debtors and other third parties and (B) To implement the foregoingall other proceeds (including insurance proceeds and condemnation awards) which BORROWER receives from any sale, each lease, transfer, exchange or other disposition of any of its assets (whether tangible or intangible) or which BORROWER receives for any other reason whatsoever. (3) BORROWER agrees to and shall direct its Account Debtors and other third parties to remit all the Collateral Proceeds directly to one or more LockboxesLockboxes (if required by AGENT or elected by BORROWER), Blocked Accounts and/or such other place designated by LENDER. AGENT all proceeds and amounts and items described in subsection (5b)(2)(A) above. As it relates to each Lockbox, each BORROWER hereby authorizes LENDER AGENT to, transfer or cause the transfer of (on a daily basis or other frequency determined by LENDERAGENT) all amounts from each aforementioned Lockbox into one or more of the aforementioned Blocked Accounts. (64) Each BORROWER agrees to and shall forthwith transfer, assign, endorse, deliver and turn over to LENDER AGENT for LENDERAGENT's deposit into any such Blocked Account and/or such other place designated by LENDER AGENT all the Collateral Proceeds proceeds and amounts and items described in subsection (b)(2)(A) above which, despite any such BORROWER's aforementioned direction to its Account Debtors and other third parties, are received by any such BORROWER. (75) In BORROWER shall in no case shall any BORROWER commingle any of the Collateral Proceeds aforesaid proceeds and amounts and items described in this Section with any other property of BORROWER or any other person or entity not a BORROWERentity, but shall keep such Collateral Proceeds proceeds and amounts and items segregated, held in trust for LENDER AGENT and the LENDERS as LENDERAGENT's and the LENDERS' exclusive property and immediately transfer, assign, endorse, deliver and/or turn such Collateral Proceeds proceeds and amounts and items over to LENDER AGENT in the identical form received (excluding endorsements necessary for collection for the benefit of LENDERAGENT) to a LockboxLockbox (if required by AGENT or elected by BORROWER), Blocked Account and/or such other place designated by LENDERAGENT. (A6) Each BORROWER hereby authorizes LENDER AGENT to effect the repayment of the Advances Outstanding on the REVOLVING LOANRevolving Loan, the payment of interest thereon and the other Liabilities on a continuing and continual basis, either daily or on another frequency determined by LENDERAGENT, by LENDERAGENT's transfer, withdrawal or "sweep" of all funds on deposit in the such Blocked Accounts. (B) . Funds deposited into by BORROWER in a Blocked Account prior to 12 noon 2 p.m. on any Business Day will normally be transferred, withdrawn or "swept" by LENDER AGENT on the immediately following Business Day and funds deposited into by BORROWER in a Blocked Account at or after 12 noon 2 p.m. on any Business Day will normally be transferred, withdrawn or "swept" by LENDER AGENT on the second Business Day following said deposit. (C) LENDER . AGENT will apply the funds so transferred, withdrawn or "swept" by LENDER to the repayment of Advances Outstanding on the REVOLVING LOAN Revolving Loan on the applicable Business Day on which LENDERAGENT's aforesaid transfer, withdrawal or "sweep" occurs. (D) LENDER may apply such funds towards satisfying any of the Liabilities of any BORROWER in any order or priority which LENDER in the exercise of its reasonable commercial judgment deems fit. (97) If notwithstanding the application of funds in the Blocked Accounts as set forth above, the BORROWERS are BORROWER at any time is not in compliance with the Lending Formula at any time or by operation of any circumstanceFormula, the BORROWERS BORROWER must, immediately upon the earlier of any BORROWER's knowledge that non-compliance exists or notice from LENDER AGENT to do so, bring the REVOLVING LOAN Revolving Loan into compliance with the Lending Formula. No Formula and BORROWER will be able to draw under the REVOLVING LOAN unless all Advances Outstanding under the REVOLVING LOAN (after giving effect Revolving Loan only to the drawing) extent that such borrowings would be in compliance with the Lending Formula. In the event that the BORROWERS fail BORROWER fails to so bring all balances Outstanding under the REVOLVING LOAN Revolving Loan into compliance with the Lending Formula, such failure shall be an Event of Default of all BORROWERS hereunder and LENDER AGENT and the LENDERS shall have all rights which arise therefrom. (c) The BORROWERS recognize 8) BORROWER recognizes that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral (other than payment via wire transfer or electronic depository check) may not be collectible by LENDER AGENT on the date received. In consideration of LENDERAGENT's and the LENDERS' agreement to conditionally afford the BORROWERS BORROWER credit as of the Business Day on which LENDER AGENT receives those items of payment, each BORROWER agrees that, in computing interest and the charges imposed under this Agreement, all items of payment received by AGENT shall be deemed applied by LENDER against AGENT on account of the Liabilities (subject to final payment of such items) two Business Days after the applicable Business Day on which LENDER AGENT transfers, withdraws or "sweeps" funds from the corresponding Blocked Account. LENDER AGENT is not, however, required to give any BORROWER credit for the amount of any item of payment which is unsatisfactory to LENDER AGENT and LENDER AGENT may charge the BORROWERS BORROWER for the amount of any item of payment which is returned unpaid to LENDER unpaidAGENT. (d) All payments shall be made at the LENDER location or other office that LENDER may hereafter designate by written notice to the BORROWERS given in accordance with this Agreement. (ec) Nothing in this Section 2.5 is intended to limit LENDER's right the rights of AGENT and the LENDERS under Section 2.4(c). (d) Unless BORROWER is otherwise given notice by AGENT in accordance with this Agreement, all payments shall be made at the location that AGENT designates by written notice to BORROWER given in accordance with this Agreement.

REPAYMENT OF REVOLVING LOAN ADVANCES. (a) Subject to the other provisions of this Section and this Agreement and so long as (1) the total of all Advances Outstanding under the REVOLVING LOAN does Revolving Loan do not exceed the Lending Formula and Formula, (2) each and all of the BORROWERS are BORROWER is otherwise in compliance with all the terms and conditions set forth in of this Agreement, any and all Advances drawn under shall be repayable on the REVOLVING LOAN need not be repaid until Maturity Date unless the term of this Agreement or LENDER’s Revolving Loan Maturity Daterelationship with BORROWER is sooner accelerated or terminated or modified as provided herein. On the Revolving Loan Maturity Date, all Advances Outstanding under the REVOLVING LOANRevolving Loan, plus accrued interest and all other sums due thereonamounts Outstanding thereunder, shall be due and owing, unless LENDER's relationship with the BORROWERS under the REVOLVING LOAN is sooner terminated due or modified payable as provided herein. (b) Notwithstanding the foregoing provisions of subsection (a) above, prior to the Maturity Date the principal owing on the REVOLVING LOAN Revolving Loan shall be repayable repaid on a continuing and continual basis as follows: (1A) Each BORROWER agrees to and shall establish and maintain, or permit LENDER to establish and maintain as determined from time to time by LENDER in its discretion, one or more Lockboxes and/or Blocked Accounts. Unless otherwise agreed by LENDER in writing, the Blocked Accounts shall be maintained only at Fleet National Bank, provided, however, that during the first 90 days of this Agreement, Blocked Accounts may be maintained at Wachovia Bank, N.A., so long as such accounts are maintained by said Wachovia Bank, N.A., for the benefit of LENDER pursuant to agreements satisfactory in all respects satisfactory to LENDER. (2) Not in limitation of the foregoing, (A) XXXXXXX has opened and will continue to maintain the Lockbox known as the "West Lockbox"; (B) CLICK has opened and will continue to maintain the Lockbox known as the "Northeast Lockbox"; (C) OLYMPIC has opened and will continue to maintain the Lockbox known as the "NYC Lockbox"; (D) SECURITIES has opened and will continue to maintain the Lockbox known as the "Banking Lockbox"; and (E) SILVER STAR and KBD have opened and will continue to maintain the Lockbox known as the "Southeast Lockbox". (3) Each BORROWER agrees as follows: (A) Each Lockbox is one of the Deposit Accounts described in Article III of this Agreement. (Bi) Each Blocked Account is an account owned by LENDER and holding funds of LENDER and not funds of any BORROWER and against which any such BORROWER has rights only to the extent that funds in any such account exceeds the Liabilities after this Agreement has been terminated and such Liabilities have been paid in full. (Cii) Each Blocked Account and checking/demand deposit operating account is one of the Deposit Accounts described in Article III of this Agreement. (A2) Each BORROWER agrees to and shall forthwith deposit or shall cause to be deposited all Collateral Proceeds into one or more a Blocked Account on the later of (i) the date of BORROWER’s receipt of the aforementioned Lockboxes, Blocked Accounts and/or such Collateral Proceeds or (2) the first date upon which the Account Debtor’s check or other place designated by LENDERpayment instrument appears collectable on its face under the UCC. (B3) To implement If requested by LENDER on and after the foregoingoccurrence of an Event of Default, each BORROWER agrees to and shall direct its Account Debtors and other third parties to remit all the Collateral Proceeds directly to one or more Lockboxes, Blocked Accounts and/or such other place designated by LENDER. (54) As it relates to each Lockbox, each BORROWER hereby authorizes LENDER to, transfer or cause the transfer of (on a daily basis or other frequency determined by LENDER) all amounts from each aforementioned Lockbox into one or more of the aforementioned Blocked Accounts. (6) Each BORROWER agrees to and shall forthwith transfer, assign, endorse, deliver and turn over to LENDER for LENDER's ’s deposit into any such Blocked Account and/or such other place designated by LENDER all the Collateral Proceeds which, despite any such BORROWER's aforementioned direction to its Account Debtors and other third parties, are received by any such BORROWER. (75) BORROWER hereby authorizes LENDER to effect the repayment of the Advances Outstanding on the Revolving Loan, the payment of interest thereon and the other Liabilities on a continuing and continual basis, either daily or on another frequency determined by LENDER, by LENDER’s transfer, withdrawal or “sweep” of all funds on deposit in such Blocked Accounts. Funds deposited by BORROWER in a Blocked Account prior to 2 p.m. on any Business Day will normally be transferred, withdrawn or “swept” by LENDER on the immediately following Business Day and funds deposited by BORROWER in a Blocked Account at or after 2 p.m. on any Business Day will normally be transferred, withdrawn or “swept” by LENDER on the second Business Day following said deposit. LENDER will apply the funds so transferred, withdrawn or “swept” by LENDER to the repayment of Advances Outstanding on the Revolving Loan on the applicable Business Day on which LENDER’s aforesaid transfer, withdrawal or “sweep” occurs. (6) If notwithstanding the application of funds in the Blocked Accounts as set forth above, BORROWER at any time is not in compliance with the Lending Formula, BORROWER must, immediately upon the earlier of BORROWER’s knowledge that non-compliance exists or notice from LENDER to do so, bring the Revolving Loan into compliance with the Lending Formula and BORROWER will be able to draw under the Revolving Loan only to the extent that such borrowings would be in compliance with the Lending Formula. In the event that BORROWER fails to so bring balances Outstanding under the Revolving Loan into compliance with the Lending Formula, such failure shall be an Event of Default hereunder and LENDER shall have all rights which arise therefrom. (c) BORROWER shall in no case shall any BORROWER commingle any of the Collateral Proceeds with any other property of BORROWER or any other person or entity not a BORROWERentity, but shall keep such Collateral Proceeds segregated, held in trust for LENDER as LENDER's ’s exclusive property and immediately transfer, assign, endorse, deliver and/or turn such Collateral Proceeds over to LENDER in the identical form received (excluding endorsements necessary for collection for the benefit of LENDER) to a Lockbox, Blocked Account and/or such other place designated by LENDER. (Ad) Each BORROWER hereby authorizes LENDER to effect the repayment of the Advances Outstanding on the REVOLVING LOAN, the payment of interest thereon and the other Liabilities on a continuing and continual basis, either daily or on another frequency determined by LENDER, by LENDER's transfer, withdrawal or "sweep" of all funds on deposit in the Blocked Accounts. (B) Funds deposited into a Blocked Account prior to 12 noon on any Business Day will normally be transferred, withdrawn or "swept" by LENDER on the immediately following Business Day and funds deposited into a Blocked Account at or after 12 noon on any Business Day will normally be transferred, withdrawn or "swept" by LENDER on the second Business Day following said deposit. (C) LENDER will apply the funds so transferred, withdrawn or "swept" by LENDER to the repayment of Advances Outstanding on the REVOLVING LOAN on the applicable Business Day on which LENDER's aforesaid transfer, withdrawal or "sweep" occurs. (D) LENDER may apply such funds towards satisfying any of the Liabilities of any BORROWER in any order or priority which LENDER in the exercise of its reasonable commercial judgment deems fit. (9) If notwithstanding the application of funds in the Blocked Accounts as set forth above, the BORROWERS are not in compliance with the Lending Formula at any time or by operation of any circumstance, the BORROWERS must, immediately upon the earlier of any BORROWER's knowledge that non-compliance exists or notice from LENDER to do so, bring the REVOLVING LOAN into compliance with the Lending Formula. No BORROWER will be able to draw under the REVOLVING LOAN unless all Advances Outstanding under the REVOLVING LOAN (after giving effect to the drawing) would be in compliance with the Lending Formula. In the event that the BORROWERS fail to so bring all balances Outstanding under the REVOLVING LOAN into compliance with the Lending Formula, such failure shall be an Event of Default of all BORROWERS hereunder and LENDER shall have all rights which arise therefrom. (c) The BORROWERS recognize recognizes that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or constituting proceeds of Collateral (other than payment via wire transfer or electronic depository check) may not be collectible by LENDER on the date received. In consideration of LENDER's ’s agreement to conditionally afford the BORROWERS BORROWER credit as of the Business Day on which LENDER receives those items of payment, each BORROWER agrees that, in computing interest and the charges imposed under this Agreement, all items of payment received by LENDER shall be deemed applied by LENDER against on account of the Liabilities (subject to final payment of such items) two Business Days after the applicable Business Day on which LENDER transfers, withdraws or "“sweeps" ” funds from the corresponding Blocked Account. LENDER is not, however, required to give any BORROWER credit for the amount of any item of payment which is unsatisfactory to LENDER and LENDER may charge the BORROWERS BORROWER for the amount of any item of payment which is returned unpaid to LENDER unpaid. (d) All payments shall be made at the LENDER location or other office that LENDER may hereafter designate by written notice to the BORROWERS given in accordance with this AgreementLENDER. (e) Nothing in this Section 2.5 is intended to limit LENDER's right the rights of LENDER under Section 2.4(c). (f) Unless BORROWER is otherwise given notice by LENDER in accordance with this Agreement, all payments shall be made at the location that LENDER designates by written notice to BORROWER given in accordance with this Agreement.

REPAYMENT OF REVOLVING LOAN ADVANCES. (a) Subject to the other provisions of this Section and this Agreement and so long as (1) the total of all Advances Outstanding under the REVOLVING LOAN does Revolving Loan do not exceed the Lending Formula and Formula, (2) each and all of the BORROWERS are BORROWER is otherwise in compliance with all the terms and conditions set forth in of this Agreement, any and all Advances drawn under shall be repayable on the REVOLVING LOAN need not be repaid until Maturity Date unless the term of this Agreement or LENDER's Revolving Loan Maturity Daterelationship with BORROWER is sooner accelerated or terminated or modified as provided herein. On the Revolving Loan Maturity Date, all Advances Outstanding under the REVOLVING LOANRevolving Loan, plus accrued interest and all other sums due thereonamounts Outstanding thereunder, shall be due and owing, unless LENDER's relationship with the BORROWERS under the REVOLVING LOAN is sooner terminated due or modified payable as provided herein. (b) Notwithstanding the foregoing provisions of subsection (a) above, prior to the Maturity Date the principal owing on the REVOLVING LOAN Revolving Loan shall be repayable repaid on a continuing and continual basis as follows: (1A) Each BORROWER agrees to and shall establish and maintain, or permit LENDER to establish and maintain as determined from time to time by LENDER in its discretion, one or more Lockboxes and/or Blocked Accounts. Unless otherwise agreed by LENDER in writing, the Blocked Accounts shall be maintained only at Fleet National Bank, provided, however, that during the first 90 days of this Agreement, Blocked Accounts may be maintained at Wachovia Bank, N.A., so long as such accounts are maintained by said Wachovia Bank, N.A., for the benefit of LENDER pursuant to agreements satisfactory in all respects satisfactory to LENDER. (2) Not in limitation of the foregoing, (A) XXXXXXX has opened and will continue to maintain the Lockbox known as the "West Lockbox"; (B) CLICK has opened and will continue to maintain the Lockbox known as the "Northeast Lockbox"; (C) OLYMPIC has opened and will continue to maintain the Lockbox known as the "NYC Lockbox"; (D) SECURITIES has opened and will continue to maintain the Lockbox known as the "Banking Lockbox"; and (E) SILVER STAR and KBD have opened and will continue to maintain the Lockbox known as the "Southeast Lockbox". (3) Each BORROWER agrees as follows: (Ai) Each Lockbox is one of the Deposit Accounts described in Article III of this Agreement. (Bii) Each Blocked Account is an account owned by LENDER and holding funds of LENDER and not funds of any BORROWER and against which any such BORROWER has rights only to the extent that funds in any such account exceeds the Liabilities after this Agreement has been terminated and such Liabilities have been paid in full. (Ciii) Each Blocked Account and checking/demand deposit operating account is one of the Deposit Accounts described in Article III of this Agreement. (A2) Each BORROWER agrees to and shall forthwith deposit or shall cause to be deposited all Collateral Proceeds into one or more of the aforementioned Lockboxes, a Blocked Accounts and/or such other place designated by LENDERAccount. (B3) To implement the foregoing, each BORROWER agrees to and shall direct its Account Debtors and other third parties to remit all the Collateral Proceeds directly to one or more LockboxesLockboxes (if required by LENDER or elected by BORROWER), Blocked Accounts and/or such other place designated by LENDER. (5) . As it relates to each Lockbox, each BORROWER hereby authorizes LENDER to, transfer or cause the transfer of (on a daily basis or other frequency determined by LENDER) all amounts from each aforementioned Lockbox into one or more of the aforementioned Blocked Accounts. (64) Each BORROWER agrees to and shall forthwith transfer, assign, endorse, deliver and turn over to LENDER for LENDER's deposit into any such Blocked Account and/or such other place designated by LENDER all the Collateral Proceeds which, despite any such BORROWER's aforementioned direction to its Account Debtors and other third parties, are received by any such BORROWER. (75) In BORROWER shall in no case shall any BORROWER commingle any of the Collateral Proceeds with any other property of BORROWER or any other person or entity not a BORROWERentity, but shall keep such Collateral Proceeds segregated, held in trust for LENDER as LENDER's exclusive property and immediately transfer, assign, endorse, deliver and/or turn such Collateral Proceeds over to LENDER in the identical form received (excluding endorsements necessary for collection for the benefit of LENDER) to a LockboxLockbox (if required by LENDER or elected by BORROWER), Blocked Account and/or such other place designated by LENDER. (A6) Each BORROWER hereby authorizes LENDER to effect the repayment of the Advances Outstanding on the REVOLVING LOANRevolving Loan, the payment of interest thereon and the other Liabilities on a continuing and continual basis, either daily or on another frequency determined by LENDER, by LENDER's transfer, withdrawal or "sweep" of all funds on deposit in the such Blocked Accounts. (B) . Funds deposited into by BORROWER in a Blocked Account prior to 12 noon 2 p.m. on any Business Day will normally be transferred, withdrawn or "swept" by LENDER on the immediately following Business Day and funds deposited into by BORROWER in a Blocked Account at or after 12 noon on any Business Day will normally be transferred, withdrawn or "swept" by LENDER on the second Business Day following said deposit. (C) LENDER will apply the funds so transferred, withdrawn or "swept" by LENDER to the repayment of Advances Outstanding on the REVOLVING LOAN on the applicable Business Day on which LENDER's aforesaid transfer, withdrawal or "sweep" occurs. (D) LENDER may apply such funds towards satisfying any of the Liabilities of any BORROWER in any order or priority which LENDER in the exercise of its reasonable commercial judgment deems fit. (9) If notwithstanding the application of funds in the Blocked Accounts as set forth above, the BORROWERS are not in compliance with the Lending Formula at any time or by operation of any circumstance, the BORROWERS must, immediately upon the earlier of any BORROWER's knowledge that non-compliance exists or notice from LENDER to do so, bring the REVOLVING LOAN into compliance with the Lending Formula. No BORROWER will be able to draw under the REVOLVING LOAN unless all Advances Outstanding under the REVOLVING LOAN (after giving effect to the drawing) would be in compliance with the Lending Formula. In the event that the BORROWERS fail to so bring all balances Outstanding under the REVOLVING LOAN into compliance with the Lending Formula, such failure shall be an Event of Default of all BORROWERS hereunder and LENDER shall have all rights which arise therefrom. (c) The BORROWERS recognize that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral (other than payment via wire transfer or electronic depository check) may not be collectible by LENDER on the date received. In consideration of LENDER's agreement to conditionally afford the BORROWERS credit as of the Business Day on which LENDER receives those items of payment, each BORROWER agrees that, in computing the charges imposed under this Agreement, all items of payment shall be deemed applied by LENDER against the Liabilities (subject to final payment of such items) two Business Days after the applicable Business Day on which LENDER transfers, withdraws or "sweeps" funds from the corresponding Blocked Account. LENDER is not, however, required to give any BORROWER credit for the amount of any item of payment which is unsatisfactory to LENDER and LENDER may charge the BORROWERS for the amount of any item of payment which is returned to LENDER unpaid. (d) All payments shall be made at the LENDER location or other office that LENDER may hereafter designate by written notice to the BORROWERS given in accordance with this Agreement. (e) Nothing in this Section 2.5 is intended to limit LENDER's right under Section 2.4(c).2

REPAYMENT OF REVOLVING LOAN ADVANCES. (a) Subject to the other provisions of this Section and this Agreement and so long as (1) the total of all Advances Outstanding under the REVOLVING LOAN does not exceed the Lending Formula and (2) each and all of the BORROWERS are otherwise in compliance with all the terms and conditions set forth in this Agreement, Advances drawn under the REVOLVING LOAN need not be repaid until the Revolving Loan Maturity Date. On the Revolving Loan Maturity Date, all Advances Outstanding under the REVOLVING LOAN, plus accrued interest and all other sums due thereon, shall be due and owing, unless LENDER's relationship with the BORROWERS under the REVOLVING LOAN is sooner terminated or modified as provided herein. (b) Notwithstanding the provisions of subsection (a) above, the principal owing on the REVOLVING LOAN shall be repayable on a continuing and continual basis as follows: (1) Each BORROWER agrees to and shall establish and maintain, or permit LENDER to establish and maintain as determined from time to time by LENDER in its discretion, one or more Lockboxes and/or Blocked Accounts. Unless otherwise agreed by LENDER in writing, the Blocked Accounts shall be maintained only at Fleet National Bank, provided, however, that during the first 90 days of this Agreement, Blocked Accounts may be maintained at Wachovia Bank, N.A., so long as such accounts are maintained by said Wachovia Bank, N.A., for the benefit of LENDER pursuant to agreements satisfactory in all respects satisfactory to LENDER(or any successor thereto). (2) Not in limitation of the foregoing, (A) XXXXXXX has opened and will continue to maintain the Lockbox known as the "West LockboxWEST LOCKBOX"; (B) CLICK has opened and will continue to maintain the Lockbox known as the "Northeast LockboxNORTHEAST LOCKBOX"; (C) OLYMPIC has opened and will continue to maintain the Lockbox known as the "NYC LockboxLOCKBOX"; (D) SECURITIES has opened and will continue to maintain the Lockbox known as the "Banking LockboxBANKING LOCKBOX"; and (E) SILVER STAR and KBD have opened and will continue to maintain the Lockbox known as the "Southeast LockboxSOUTHEAST LOCKBOX". (3) Each BORROWER agrees as follows: (A) Each Lockbox is one of the Deposit Accounts described in Article ARTICLE III of this Agreement. (B) Each Blocked Account is an account owned by LENDER and holding funds of LENDER and not funds of any BORROWER and against which any such BORROWER has rights only to the extent that funds in any such account exceeds the Liabilities after this Agreement has been terminated and such Liabilities have been paid in full. (C) Each Blocked Account and checking/demand deposit operating account is one of the Deposit Accounts described in Article ARTICLE III of this Agreement. (A) Each BORROWER agrees to and shall forthwith deposit or shall cause to be deposited all Collateral Proceeds into one or more of the aforementioned Lockboxes, Blocked Accounts and/or such other place designated by LENDER. (B) To implement the foregoing, each BORROWER agrees to and shall direct its Account Debtors and other third parties to remit all the Collateral Proceeds directly to one or more Lockboxes, Blocked Accounts and/or such other place designated by LENDER. (5) As it relates to each Lockbox, each BORROWER hereby authorizes LENDER to, transfer or cause the transfer of (on a daily basis or other frequency determined by LENDER) all amounts from each aforementioned Lockbox into one or more of the aforementioned Blocked Accounts. (6) Each BORROWER agrees to and shall forthwith transfer, assign, endorse, deliver and turn over to LENDER for LENDER's deposit into any such Blocked Account and/or such other place designated by LENDER all the Collateral Proceeds which, despite any such BORROWER's aforementioned direction to its Account Debtors and other third parties, are received by any such BORROWER. (7) In no case shall any BORROWER commingle any of the Collateral Proceeds with any other property of any person or entity not a BORROWER, but shall keep such Collateral Proceeds held in trust for LENDER as LENDER's exclusive property and immediately transfer, assign, endorse, deliver and/or turn such Collateral Proceeds over to LENDER in the identical form received (excluding endorsements necessary for collection for the benefit of LENDER) to a Lockbox, Blocked Account and/or such other place designated by LENDER. (A) Each BORROWER hereby authorizes LENDER to effect the repayment of the Advances Outstanding on the REVOLVING LOAN, the payment of interest thereon and the other Liabilities on a continuing and continual basis, either daily or on another frequency determined by LENDER, by LENDER's transfer, withdrawal or "sweep" of all funds on deposit in the Blocked Accounts. (B) Funds deposited into a Blocked Account prior to 12 noon on any Business Day will normally be transferred, withdrawn or "swept" by LENDER on the immediately following Business Day and funds deposited into a Blocked Account at or after 12 noon on any Business Day will normally be transferred, withdrawn or "swept" by LENDER on the second Business Day following said deposit. (C) LENDER will apply the funds so transferred, withdrawn or "swept" by LENDER to the repayment of Advances Outstanding on the REVOLVING LOAN on the applicable Business Day on which LENDER's aforesaid transfer, withdrawal or "sweep" occurs. (D) LENDER may apply such funds towards satisfying any of the Liabilities of any BORROWER in any order or priority which LENDER in the exercise of its reasonable commercial judgment deems fit. (9) If notwithstanding the application of funds in the Blocked Accounts as set forth above, the BORROWERS are not in compliance with the Lending Formula at any time or by operation of any circumstance, the BORROWERS must, immediately upon the earlier of any BORROWER's knowledge that non-compliance exists or notice from LENDER to do so, bring the REVOLVING LOAN into compliance with the Lending Formula. No BORROWER will be able to draw under the REVOLVING LOAN unless all Advances Outstanding under the REVOLVING LOAN (after giving effect to the drawing) would be in compliance with the Lending Formula. In the event that the BORROWERS fail to so bring all balances Outstanding under the REVOLVING LOAN into compliance with the Lending Formula, such failure shall be an Event of Default of all BORROWERS hereunder and LENDER shall have all rights which arise therefrom. (c) The BORROWERS recognize that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral (other than payment via wire transfer or electronic depository check) may not be collectible by LENDER on the date received. In consideration of LENDER's agreement to conditionally afford the BORROWERS credit as of the Business Day on which LENDER receives those items of payment, each BORROWER agrees that, in computing the charges imposed under this Agreement, all items of payment shall be deemed applied by LENDER against the Liabilities (subject to final payment of such items) two Business Days TWO BUSINESS DAYS after the applicable Business Day on which LENDER transfers, withdraws or "sweeps" funds from the corresponding Blocked Account. LENDER is not, however, required to give any BORROWER credit for the amount of any item of payment which is unsatisfactory to LENDER and LENDER may charge the BORROWERS for the amount of any item of payment which is returned to LENDER unpaid. (d) All payments shall be made at the LENDER location or other office that LENDER may hereafter designate by written notice to the BORROWERS given in accordance with this Agreement. (e) Nothing in this Section SECTION 2.5 is intended to limit LENDER's right under Section 2.4(cSECTION 2.4(C).

REPAYMENT OF REVOLVING LOAN ADVANCES. The principal owing on the Revolving Loan shall be repayable in full as follows: (a) Subject to the other provisions of this Section 2.4(b) below, any and all Advances shall be repayable on the Maturity Date unless the term of this Agreement and so long as (1) the total of all Advances Outstanding under the REVOLVING LOAN does not exceed the Lending Formula and (2) each and all of the BORROWERS are otherwise in compliance with all the terms and conditions set forth in this Agreement, Advances drawn under the REVOLVING LOAN need not be repaid until the or AGENT's Revolving Loan Maturity Date. On the Revolving Loan Maturity Date, all Advances Outstanding under the REVOLVING LOAN, plus accrued interest and all other sums due thereon, shall be due and owing, unless LENDER's relationship with the BORROWERS under the REVOLVING LOAN BORROWER is sooner accelerated or terminated or modified as provided herein. (b) Notwithstanding Prior to the Maturity Date and notwithstanding the provisions of subsection (a) above, the principal owing on the REVOLVING LOAN Revolving Loan shall be repayable on a continuing and continual basis as follows: (1) Each BORROWER agrees shall forthwith transfer, assign, endorse and turn over to and shall establish and maintainAGENT all Proceeds (including cash, or permit LENDER to establish and maintain as determined from time to time by LENDER in its discretioncash equivalents, one or more Lockboxes and/or Blocked Accounts. Unless otherwise agreed by LENDER in writingchecks, the Blocked Accounts shall be maintained only at Fleet National Banknotes, provided, however, that during the first 90 days of this Agreement, Blocked Accounts may be maintained at Wachovia Bank, N.A., so long as such accounts are maintained by said Wachovia Bank, N.A., instruments for the benefit payment of LENDER pursuant to agreements satisfactory in money and the like) received by BORROWER from all respects satisfactory to LENDERsales and other dispositions of its Inventory and other Collateral. (2) Not Such proceeds, until so turned over to AGENT, shall not be commingled with the other property of BORROWER, but shall be segregated, held in limitation of trust for AGENT and shall be assigned or endorsed and delivered immediately to AGENT in the foregoing, (A) XXXXXXX has opened and will continue to maintain the Lockbox known as the "West Lockbox"; (B) CLICK has opened and will continue to maintain the Lockbox known as the "Northeast Lockbox"; (C) OLYMPIC has opened and will continue to maintain the Lockbox known as the "NYC Lockbox"; (D) SECURITIES has opened and will continue to maintain the Lockbox known as the "Banking Lockbox"; and (E) SILVER STAR and KBD have opened and will continue to maintain the Lockbox known as the "Southeast Lockbox"identical form received. (3) Each BORROWER agrees as follows: (A) Each Lockbox is one of the Deposit Accounts described in Article III of this Agreement. (B) Each Blocked Account is an account owned by LENDER and holding funds of LENDER and not funds of any shall deposit all amounts so received from BORROWER and against which any such BORROWER has rights only to the extent that funds in any such account exceeds the Liabilities after this Agreement has been terminated and such Liabilities have been paid in full. (C) Each Blocked Account and checking/demand deposit operating account is one of the Deposit Accounts described in Article III of this Agreement. (A) Each BORROWER agrees to and shall forthwith deposit or shall cause to be deposited all Collateral Proceeds into one or more of the aforementioned Lockboxes, Blocked Accounts and/or such other place designated by LENDERCash Collateral Accounts. (Bi) To implement the foregoing, each BORROWER agrees authorizes AGENT to and shall direct its Account Debtors and other third parties to remit all the Collateral Proceeds directly to one or more Lockboxes, Blocked Accounts and/or such other place designated by LENDER. (5) As it relates to each Lockbox, each BORROWER hereby authorizes LENDER to, transfer or cause the transfer of (use on a daily basis or other frequency determined by LENDER) all amounts from each aforementioned Lockbox into one or more of the aforementioned Blocked Accounts. (6) Each BORROWER agrees to and shall forthwith transfer, assign, endorse, deliver and turn over to LENDER for LENDER's deposit into any such Blocked Account and/or such other place designated by LENDER all the Collateral Proceeds which, despite any such BORROWER's aforementioned direction to its Account Debtors and other third parties, are received by any such BORROWER. (7) In no case shall any BORROWER commingle any of the Collateral Proceeds with any other property of any person or entity not a BORROWER, but shall keep such Collateral Proceeds held in trust for LENDER as LENDER's exclusive property and immediately transfer, assign, endorse, deliver and/or turn such Collateral Proceeds over to LENDER in the identical form received (excluding endorsements necessary for collection for the benefit of LENDER) to a Lockbox, Blocked Account and/or such other place designated by LENDER. (A) Each BORROWER hereby authorizes LENDER to effect the repayment of the Advances Outstanding on the REVOLVING LOAN, the payment of interest thereon and the other Liabilities on a continuing and continual basis, either daily or on another frequency determined by LENDER, by LENDER's transfer, withdrawal or "sweep" of all funds on deposit in the Blocked Accounts. Cash Collateral Accounts to reduce the amount of Advances and other sums Outstanding and due on the REVOLVING LOAN with any excess to be made available to BORROWER on request. AGENT shall make such application (BA) Funds deposited into a Blocked Account prior to 12 noon on the Business Day of receipt by AGENT if receipt occurs before 1:00 P.M. on any Business Day will normally be transferred, withdrawn or "swept" by LENDER (B) on the immediately following next Business Day and funds deposited into a Blocked Account at after receipt by AGENT if such receipt occurs on or after 12 noon 1:00 P.M. on any Business Day will normally be transferred, withdrawn or "swept" by LENDER on the second Business Day following said depositDay. (Cii) LENDER will apply the funds so transferred, withdrawn or "swept" by LENDER to the repayment of Advances Outstanding on the REVOLVING LOAN on the applicable Business Day on which LENDER's aforesaid transfer, withdrawal or "sweep" occurs. (D) LENDER may apply such funds towards satisfying any of the Liabilities of any BORROWER in any order or priority which LENDER in the exercise of its reasonable commercial judgment deems fit. (9) If notwithstanding the application of funds in the Blocked Accounts as set forth above, the BORROWERS are not in compliance with the Lending Formula at any time or by operation of any circumstance, the BORROWERS must, immediately upon the earlier of any BORROWER's knowledge that non-compliance exists or notice from LENDER to do so, bring the REVOLVING LOAN into compliance with the Lending Formula. No BORROWER will be able to draw under the REVOLVING LOAN unless all Advances Outstanding under the REVOLVING LOAN (after giving effect to the drawing) would be in compliance with the Lending Formula. In the event that the BORROWERS fail to so bring all balances Outstanding under the REVOLVING LOAN into compliance with the Lending Formula, such failure shall be an Event of Default of all BORROWERS hereunder and LENDER shall have all rights which arise therefrom. (c) The BORROWERS recognize recognizes that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral (other than payment via wire transfer or electronic depository check) may not be collectible by LENDER AGENT on the date received. In consideration of LENDERAGENT's agreement to conditionally afford the BORROWERS BORROWER credit as of the Business Day on which LENDER AGENT receives those items of payment, each BORROWER agrees that, in computing the charges imposed under this Agreement, all items of payment (except payments made by wire transfer) shall be deemed applied by LENDER against AGENT on account of the Liabilities two (subject to final payment 2) calendar days after AGENT receives such items of such items) two Business Days after the applicable Business Day on which LENDER transfers, withdraws or "sweeps" funds from the corresponding Blocked Accountpayment. LENDER AGENT is not, however, required to give any BORROWER credit for the amount of any item of payment which is unsatisfactory to LENDER AGENT in its reasonable commercial judgment and LENDER AGENT may charge the BORROWERS BORROWER for the amount of any item of payment which is returned to LENDER AGENT unpaid. (5) Notwithstanding the foregoing provisions of this Section, all Advances Outstanding under the Revolving Loan must comply with the lending formula set forth in Section 2.2 above. In addition, if BORROWER is not in compliance with the lending formula set forth in Section 2.2 above, BORROWER must bring the Revolving Loan into compliance with the lending formula set forth in Section 2.2 above immediately upon AGENT's request to do so; and BORROWER will be able to draw under the Revolving Loan only to the extent that such borrowings would be in compliance with the lending formula set forth in Section 2.2 above. In the event that BORROWER fails to bring Advances Outstanding under the Revolving Loan into compliance with the lending formula set forth in Section 2.2 above immediately upon AGENT's request to do so, such failure shall be an Event of Default hereunder and AGENT shall have all rights which arise therefrom. (c) Repayment by BORROWER of Advances Outstanding under the Revolving Loan shall not affect the ability of BORROWER to borrow and re-borrow under this Agreement so long as BORROWER is otherwise in compliance with the terms of this Agreement and so long as the total amount of Advances Outstanding under the Revolving Loan does not exceed the lending formula set forth in Section 2.2 above. (d) All Nothing in this Section 2.4 is intended to limit the rights of AGENT and the LENDERS under Section 2.3(d). (e) Unless BORROWER is otherwise given notice by AGENT in accordance with this Agreement, all payments shall be made at the LENDER location or other office that LENDER AGENT's offices at Fleet Corporate Administration, 1 Federal Street, Boston, Maxxxxxxxxxxx 00000 xx xx xxx xxxxx xxxxxxxx xhat AGENT may hereafter designate by written notice to the BORROWERS BORROWER given in accordance with this Agreement. (e) Nothing in this Section 2.5 is intended to limit LENDER's right under Section 2.4(c).