Common use of The Revolving Facility Clause in Contracts

The Revolving Facility. (a) Subject to the provisions of this Agreement, Lender shall make Advances to Borrower under the Revolving Facility from time to time during the Term, unless this Agreement is terminated earlier, provided that, notwithstanding any other provision of this Agreement to the contrary, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed the lesser of (a) the Facility Cap, and (b) the Availability. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability for Advances shall be made by Lender in its Permitted Discretion and is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in Dollars, of the Availability. Advances under the Revolving Facility shall automatically be made for the payment of interest on the Loans and other Obligations on the date when due to the extent available and as provided for herein. (b) Lender in its Permitted Discretion may further adjust the Availability and the advance rate by applying Liquidity Factors. The Liquidity Factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s underwriting practices and procedures in its credit judgment. Also, Lender shall have the right to establish from time to time, in its Permitted Discretion, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I.

The Revolving Facility. (a) Subject to the provisions of this Agreement, Lender shall make Advances to Borrower under the Revolving Facility from time to time during the Term, unless this Agreement is terminated earlier, provided that, notwithstanding any other provision of this Agreement to the contrary, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed the lesser of (a) the Facility Cap, and (b) the Availability. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability for Advances shall be made by Lender in its Permitted Discretion and is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in Dollars, of the Availability. Advances under the Revolving Facility shall automatically be made for the payment of interest on the Loans and other Obligations on the date when due to the extent available and as provided for herein. (b) Lender in its Permitted Discretion may further adjust the Availability and the advance rate by applying Liquidity Factors. The Liquidity Factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s underwriting practices and procedures in its credit judgment. Also, Lender shall have the right to establish from time to time, in its Permitted Discretion, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced to Borrower under the Revolving Facility pursuant to this Agreement. . (c) Borrower hereby acknowledges shall at all times, from and agrees that as of after the Closing Date, maintain a minimum outstanding principal balance under the Revolving Facility of at least $2,000,000 (the “Minimum Revolving Facility Balance”). If Borrower fails to maintain the Minimum Revolving Facility Balance at any time, such failure shall not be deemed a Default or Event of Default; however, in consideration and as a result of such failure Lender shall establish a $250,000 reserve against be entitled to charge and collect interest and all applicable fees on such Minimum Revolving Facility Balance (calculated in accordance with the Borrowing Baseterms of this Agreement for Advances under the Revolving Facility) as if such Minimum Revolving Facility Balance were outstanding at such time, and Borrower shall pay such interest and applicable fees thereon in accordance with the terms of Annex I, which reserve this Agreement (and any failure by Borrower to timely pay such interest shall be eliminated upon deemed an Event of Default under Section 10(a)). Lender agrees that in the satisfaction by event that the outstanding principal balance under the Revolving Facility falls below the Minimum Revolving Facility Balance at any time. Lender will within twenty four (24) hours, without the necessity of receiving written request from the Borrower, provide an Advance to the Borrower in an amount equal to the difference between the Minimum Revolving Facility Balance and the amount of the principal amount then outstanding under the Revolving Facility; provided, however, Lender shall not be obligated to make such automatic Advances if Borrower has not met the conditions to funding Advances set forth in this Agreement (except for the requirement for the delivery of a Borrowing Certificate as set forth in Section 3 6.2(a)). For the avoidance of Annex I doubt, the foregoing requirement for the elimination of the testing of Borrower to maintain the Minimum Liquidity Covenant Revolving Facility Balance shall not be construed to obligate Lender to fund such minimum amount or otherwise limit any of Lender’s rights set forth in Section 3 herein, including any of Annex I.Lender’s rights to determine, apply or adjust the Availability, the Liquidity Factors or the Borrowing Base.

The Revolving Facility. (a) Subject to the provisions of this Agreement, Lender shall make Advances to Borrower under the Revolving Facility from time to time during the Term, unless this Agreement is terminated earlier, provided that, notwithstanding any other provision of this Agreement to the contraryAgreement, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed the lesser either of (a) the Facility Cap, and or (b) the Availability, plus such additional amounts that Lender may elect to advance to Borrower in its sole discretion such that the total outstanding Advances at any one time are not less than the Minimum Balance. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability for Advances shall be made by Lender in its Permitted Discretion and sole discretion and, absent demonstrable error, is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of the Availabilitysum of (i) Eighty-Five percent (85%) of the Borrowing Base for Eligible Billed Receivables, (ii) Sixty percent (60%) of the Borrowing Base for Eligible Unbilled Receivables, and (iii) as determined by Lender in its sole discretion following the completion of the Inventory Field Examination, either (a) Fifty percent (50%) of the Borrowing Base for Eligible Finished Goods Inventory valued at the lower of cost basis or market value and (b) Eighty-Five percent (85%) of the Borrowing Base for Eligible Inventory valued at orderly liquidation value, minus, if applicable, amounts adjusted or reserved pursuant to this Agreement (such calculated amount being referred to herein as the “Availability”);provided, however, that at no time shall more than One Million and 00/100 ($1,000,000.00) of the Availability be comprised of Eligible Inventory. Advances under the Revolving Facility automatically shall automatically be made for the payment of interest on the Loans Notes and other Obligations Obligations, including Overadvances, on the date when due to the extent available and as provided for herein. Notwithstanding any provision of this subsection (a) to the contrary, Borrower shall not be permitted to include Eligible Inventory in the Availability unless and until Lender has completed and reviewed an independent appraisal and field examination of Borrower’s Inventory at the expense of Borrower and the results of which are satisfactory to Lender in its sole discretion (the “Inventory Field Examination”). (b) On the Restatement Date, Lender shall make the Overadvance Facility available to Borrower pursuant to which Borrower may request advances (“Overadvances”) from time to time during the Term of up to the Overadvance Facility Cap as follows: (i) As long as no Default or Event of Default shall have occurred and be continuing, Borrower shall be permitted to request Overadvances commencing on the Restatement Date and continuing through July 31, 2004 in an amount not to exceed One Million Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000.00) in the aggregate (each, an “Initial Overadvance” and, collectively, “Initial Overadvances”); and (ii) As long as no Default or Event of Default shall have occurred and be continuing, commencing March 1, 2005 and continuing during the Term, Borrower shall be permitted to request subsequent Overadvances (each, a “Subsequent Overadvance” and, collectively, “Subsequent Overadvances”) in amounts determined as follows by reference to Borrower’s EBITDA as of the end of the most recent Test Period prior to the date of the requested Subsequent Overadvance: January 31, 2005 through June 30, 2005 Less than $6,000,000 $ 0.00 July 31, 2005 through December 31, 2005 Less than $7,500,000 $ 0.00 January 31, 2006 through December 31, 2006 Less than $9,000,000 $ 0.00 January 31, 2007 through December 31, 2007 Less than $10,000,000 $ 0.00 At no time shall Overadvances exceed the Overadvance Facility Cap. Except as otherwise noted herein, outstanding Overadvances, and all principal, interest, fees and other costs and expenses relating to the Overadvances, shall be treated as additional Obligations under this Agreement and the other Loan Documents. Each Overadvance shall be in an amount of at least $100,000. Commencing March 1, 2005 in the case of Subsequent Overadvances only, the Overadvance Facility shall be a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. (c) Lender has established the above-referenced advance rates for Availability and, in its Permitted Discretion sole credit judgment, may further adjust the Availability and the such advance rate rates by applying Liquidity Factorspercentages (known as “liquidity factors”) to Eligible Receivables by payor class based upon Borrower’s actual recent collection history for each such payor class (i.e., Medicare, Medicaid, commercial insurance, etc.) and to Eligible Inventory in a manner consistent with Lender’s underwriting practices and procedures, including without limitation Lender’s review and analysis of, among other things, Borrower’s historical returns, rebates, discounts, credits and allowances (collectively, the “Dilution Items”). The Liquidity Factors Such liquidity factors and the advance rate rates for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s underwriting practices and procedures in its sole credit judgment. Also, Lender shall have the right to establish from time to time, in its Permitted Discretionsole credit judgment, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced disbursed to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I..

The Revolving Facility. (a) Subject to the provisions of this Agreement, each Lender shall agrees to make available its Pro Rata Share of Advances to Borrower Borrowers under the Revolving Facility from time to time during the Term, unless this Agreement is terminated earlier, provided that, notwithstanding (i) the Pro Rata Share of the Advances of any other provision of this Agreement to the contraryLender shall not at any time exceed its separate Commitment, and (ii) the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed the lesser of (a) the Facility Cap, and (b) the Availability. The obligations of Lenders hereunder shall be several and not joint. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability for Advances shall be made by Lender in its Permitted Discretion and is final and binding upon Borrowerreference to the most recent Borrowing Certificate or Interim Borrowing Certificate delivered by Borrowers (subject to Agent's right to set reserves pursuant to this Agreement). Unless otherwise permitted by LenderAgent, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower Borrowers may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of the sum of (i) eighty five percent (85%) of the Borrowing Base minus (ii) if applicable, amounts reserved pursuant to this Agreement (such calculated amount being referred to herein as the "Availability"). Advances under the Revolving Facility automatically shall automatically be made for the payment of interest on the Loans Revolving Notes and other Obligations on the date when due to the extent available and as provided for herein. (b) Lender Agent has established the above-referenced advance rate for Availability based upon Borrowers' actual recent collection history for the Eligible Receivables for each payor class (i.e., Medicare, Medicaid, commercial insurance, etc.) in a manner consistent with Agent's underwriting practices and procedures, including without limitation Agent's review and analysis of, among other things, Borrowers' historical returns, rebates, discounts, credits and allowances (collectively, the "DILUTION ITEMS"), and throughout the Term, if there are adverse changes in the collection history or the Dilution Items, Agent, upon five (5) Business Days prior written notice to Borrowing Agent, may, in its Permitted Discretion may further adjust the Availability and the advance rate by applying Liquidity Factors. The Liquidity Factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s Agent's underwriting practices and procedures in its credit judgmentjudgment exercised in its Permitted Discretion, adjust the liquidity factors and the advance rate for Availability. Also, Lender based on changes related to Borrowers after the Closing Date, Agent shall have the right to establish from time to time, in its credit judgment exercised in its Permitted Discretion, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced disbursed to Borrower Borrowers under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I..

The Revolving Facility. (a) Subject to the provisions of this Agreement, Lender shall make Advances to Borrower under the Revolving Facility from time to time during the Term, unless this Agreement is terminated earlier, provided that, notwithstanding any other provision of this Agreement to the contraryAgreement, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed the lesser either of (a) the Facility Cap, and (b) the Availability, plus such additional amounts that Lender may elect to advance to Borrower in its sole discretion such that the total outstanding Advances at any one time are not less than the Minimum Balance. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability for Advances shall be made by Lender in its Permitted Discretion and sole discretion and, absent demonstrable error, is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of Eighty-Five percent (85%) of the Borrowing Base for Eligible Billed Receivables plus Sixty percent (60%) of the Borrowing Base for Eligible Unbilled Receivables minus, if applicable, amounts reserved pursuant to this Agreement (such calculated amount being referred to herein as the "Availability"). Advances under the Revolving Facility automatically shall automatically be made for the payment of interest on the Loans Note and other Obligations on the date when due to the extent available and as provided for herein. (b) Lender has established the above-referenced advance rate for Availability and, in its Permitted Discretion sole credit judgment, may further adjust the Availability and the such advance rate by applying Liquidity Factorspercentages (known as "liquidity factors") to Eligible Receivables by payor class based upon Borrower's actual recent collection history for each such payor class (i.e., Medicare, Medicaid, commercial insurance, etc.) in a manner consistent with Lender's underwriting practices and procedures, including without limitation Lender's review and analysis of, among other things, Borrower's historical returns, rebates, discounts, credits and allowances (collectively, the "Dilution Items"). The Liquidity Factors Such liquidity factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s 's underwriting practices and procedures in its sole credit judgment. Also, Lender shall have the right to establish from time to time, in its Permitted Discretionsole credit judgment, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced disbursed to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I..

The Revolving Facility. (a) Subject to the provisions terms and conditions of this AgreementAgreement and in reliance upon the representations and warranties of Borrower and General Partner contained herein, each Lender shall make Advances to Borrower under in the applicable Revolving Facility agrees, severally and not jointly, (i) to make Domestic Revolving Loans in Dollars to the Borrower from time to time during the Term, unless this Agreement is terminated earlier, provided that, notwithstanding any other provision of this Agreement prior to the contraryMaturity Date in an aggregate principal amount that will not result in such Lender’s Domestic Revolving Exposure exceeding such Lender’s Domestic Revolving Commitment, or the Total Domestic Exposure plus the amount of all outstanding Competitive Bid Loans to exceed the aggregate amount of all Advances at any one time outstanding under the Domestic Revolving Facility shall not exceed the lesser of (a) the Facility CapCommitment, and (bii) to make Global Revolving Loans in Dollars or in one or more other Qualified Global Currencies (as specified in the AvailabilityBorrowing Notices with respect thereto) from time to time prior to the Maturity Date in an aggregate principal amount that will not result in such Lender’s Global Revolving Exposure exceeding such Lender’s Global Revolving Commitment. The Borrowings may be ratable Adjusted Base Rate Borrowings (but only Loans in Dollars can be Adjusted Base Rate Borrowings), ratable Eurocurrency Borrowings, non-pro rata Swingline Loans or non-pro rata Competitive Bid Loans. This Revolving Facility is a revolving credit facilityfacility and, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability for Advances shall be made by Lender in its Permitted Discretion and is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject subject to the provisions of this Agreement, Borrower may request Advances under Borrowings from the Revolving Facility up to Facility, repay such Borrowings and including the value, in Dollars, of the Availability. Advances under the Revolving Facility shall automatically be made for the payment of interest on the Loans and other Obligations on the date when due reborrow such Borrowings at any time prior to the extent available and as provided for hereinMaturity Date. (b) Lender in its Permitted Discretion may further adjust the Availability The Revolving Facility created by this Agreement, and the advance rate by applying Liquidity Factors. The Liquidity Factors and Revolving Commitments of each Lender to lend hereunder, shall terminate on the advance rate for Availability may be adjusted by Lender throughout Maturity Date, unless sooner terminated in accordance with the Term as warranted by Lender’s underwriting practices and procedures in its credit judgment. Also, Lender shall have the right to establish from time to time, in its Permitted Discretion, reserves against the Borrowing Base, which reserves shall have the effect terms of reducing the amounts otherwise eligible to be advanced to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of . (c) In no event shall the Closing Date, Lender shall establish a Aggregate Revolving Commitment exceed Two Hundred Million Dollars ($250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I.200,000,000).

The Revolving Facility. (a) Subject to the provisions of this Agreement, Lender shall make Advances to Borrower under the Revolving Facility from time to time during the Term, unless this Agreement is terminated earlier, provided that, notwithstanding any other provision of this Agreement to the contraryAgreement, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed the lesser either of (a) the Facility Cap, and (b) the Availability. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability for Advances shall be made by Lender in its Permitted Discretion sole discretion and is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of the sum of (i) eighty-five percent (85%) of the Borrowing Base for Eligible Receivables, and (ii) fifty-five (55)% of the Borrowing Base for Eligible Inventory minus, if applicable, amounts adjusted or reserved pursuant to this Agreement (such calculated amount being referred to herein as the “Availability”). Advances under the Revolving Facility automatically shall automatically be made for the payment of interest on the Loans Loan and other Obligations on the date when due to the extent available and as provided for herein. (b) Lender has established the above-referenced advance rate for Availability and, in its Permitted Discretion sole credit judgment, may further adjust the Availability and the such advance rate by applying Liquidity Factorspercentages (known as “liquidity factors”) to Eligible Receivables based upon Borrower’s actual recent collection history in a manner consistent with Lender’s underwriting practices and procedures, including without limitation Lender’s review and analysis of, among other things, Borrower’s historical returns, rebates, discounts, credits and allowances (collectively, the “Dilution Items”). The Liquidity Factors Such liquidity factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s underwriting practices and procedures in its sole credit judgment. Also, Lender shall have the right to establish from time to time, in its Permitted Discretionsole credit judgment, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced disbursed to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I..

The Revolving Facility. (a) Subject to the provisions of this Agreement, Lender shall make Advances to Borrower under the Revolving Facility from time to time during the Term, unless this Agreement is terminated earlier, provided that, notwithstanding any other provision of this Agreement to the contraryAgreement, (i) the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed the lesser either of (aA) the Facility Cap, and (bB) the Availability, (ii) the aggregate amount of all such Advances drawn by CM shall not exceed either of (A) the CM Facility Cap, and (B) the CM Availability, (iii) the aggregate amount of all such Advances drawn by OHR-SSM shall not exceed either of (A) the OHR-SSM Facility Cap, and (B) the OHR-SSM Availability, and (iv) the aggregate amount of all such Advances drawn by OHR shall not exceed either of (A) the Facility Cap, and (B) the OHR Availability. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability for Advances shall be made by Lender in its Permitted Discretion and is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower (a) CM may request an aggregate amount of Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of eighty-five percent (85%) of the Borrowing Base allocable to CM, minus if applicable, amounts reserved pursuant to this Agreement allocable to CM (such calculated amount being referred to herein as the “CM Availability”); (b) OHR-SSM may request an aggregate amount of Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of eighty-five percent (85%) of the Borrowing Base allocable to OHR-SSM, minus if applicable, amounts reserved pursuant to this Agreement allocable to OHR-SSM (such calculated amount being referred to herein as the “OHR-SSM Availability”); and (c) OHR may request an aggregate amount of Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of eighty-five percent (85%) of the Borrowing Base allocable to OHR, minus, if applicable, amounts reserved pursuant to this Agreement allocable to OHR, plus any CM Availability that is not otherwise drawn by CM, plus any OHR-SSM Availability that is not otherwise drawn by OHR-SSM (such calculated amount being referred to herein as the “OHR Availability”). CM hereby consents to OHR’s use of any undrawn portions of the CM Availability, and OHR-SSM hereby consents to OHR’s use of any undrawn portions of the OHR-SSM Availability. The aggregate amount of Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of eighty-five percent (85%) of the Borrowing Base, minus if applicable, amounts reserved pursuant to this Agreement shall be referred to herein as the “Availability”. Notwithstanding any other provision of this Agreement, each Borrower acknowledges and agrees that any amounts drawn by OHR from CM Availability or OHR-SSM Availability shall be deemed to be Advances to CM or OHR-SSM respectively, as if the same were drawn by CM or OHR-SSM and then transferred to OHR. Advances under the Revolving Facility automatically shall automatically be made for the payment of interest on the Loans Note and other Obligations on the date when due to the extent available and as provided for herein. (b) Lender has established the above-referenced advance rates for Availability and, in its Permitted Discretion sole credit judgment, may further adjust the Availability and the such advance rate rates by applying Liquidity Factorspercentages (known as “liquidity factors”) to Eligible Receivables by payor class based upon Borrower’s actual recent collection history for each such payor class (i.e., Medicare, Medicaid, commercial insurance, etc.) in a manner consistent with Lender’s underwriting practices and procedures, including without limitation Lender’s review and analysis of, among other things, Borrower’s historical returns, rebates, discounts, credits and allowances (collectively, the “Dilution Items”). The Liquidity Factors Lender shall endeavor to discuss with Borrower its testing methodology and any adjustments relating to such Dilution Items prior to making any adjustments. Such liquidity factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s underwriting practices and procedures in its sole credit judgment. Also, Lender shall have the right to establish from time to time, in its Permitted Discretionsole credit judgment, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced disbursed to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I..

The Revolving Facility. (a) Subject to the provisions of this Agreement, each Lender shall agrees to make available its Pro Rata Share of Advances, including Advances in connection with the issuance or collateralization of Letters of Credit, to Borrower under the Revolving Facility from time to time during the Term; provided, unless this Agreement is terminated earlierthat (i) the Pro Rata Share of the Advances of any Lender shall not at any time exceed its separate Commitment, provided that, notwithstanding any other provision of this Agreement to the contrary, and (ii) the aggregate amount of all Advances at any one time outstanding under the Revolving Facility Facility, together with the then aggregate amount of L/C Exposure, shall not exceed the lesser of (aA) the Facility Cap, Cap and (bB) the Availability. The obligations of Lenders hereunder shall be several and not joint up to the amount of the Commitments. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability availability within the Borrowing Base for Advances shall be made by Lender Agent in its Permitted Discretion and is final and binding upon Borrower. Unless otherwise permitted by LenderAgent, each Advance shall be in an amount of at least $1,000100,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in Dollars, of 85% of the Borrowing Base (such calculated amount being referred to herein as the “Availability”). Advances under the Revolving Facility automatically shall automatically be made for the payment of interest on the Loans and other Obligations on the date when due to the extent available and as provided for herein. (b) Lender in its Permitted Discretion Agent has established the above-referenced advance rate for Availability and, following an audit and review of Borrower’s financial statements and with not less than three (3) Business Days prior notice to Borrower (except that upon the occurrence, and during the continuance, of a Default or Event of Default, such notice shall not be required), may further adjust the Availability and the such advance rate by applying Liquidity Factorspercentages (known as “liquidity factors”) to Eligible Receivables based upon Borrower’s actual recent collection history all in a manner consistent with Agent’s underwriting practices and procedures, including, without limitation, Agent’s review and analysis of, among other things, Borrower’s historical returns, rebates, discounts, credits and allowances (collectively, the “Dilution Items”). The Liquidity Factors Such liquidity factors and the advance rate for Availability may be adjusted by Lender Agent, throughout the Term Term, subject to prior notice to Borrower, as warranted by LenderAgent’s underwriting practices and procedures in its credit judgmentPermitted Discretion. Also, Lender Agent shall have the right to establish and readjust from time to time, in its Permitted Discretion, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced disbursed to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I..

The Revolving Facility. (a) Subject to the provisions of this Agreement, each Lender shall agrees to make available its Pro Rata Share of Advances to Borrower under the Revolving Facility from time to time during the Revolving Facility Term; PROVIDED, unless this Agreement is terminated earlierthat (i) the Pro Rata Share of the Advances of any Lender shall not at any time exceed its separate Commitment, provided that, notwithstanding any other provision of this Agreement to the contrary, and (ii) the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed the lesser of (aA) the Facility Cap, Cap and (bB) the Availability. The aggregate amount of Advances at any time outstanding under the Revolving Facility shall not be less than $1,000,000. The obligations of Lenders hereunder shall be several and not joint up to the amount of the Commitments. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability availability within the Borrowing Base for Advances shall be made by Lender Agent in its Permitted Discretion and is final and binding upon Borrower. Unless otherwise permitted by LenderAgent, each Advance shall be in an amount of at least $1,000100,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in Dollars, of (i) eighty-five percent (85%) of the AvailabilityBorrowing Base for Eligible Receivables, and (ii) sixty percent (60%) of the Borrowing Base for Eligible Inventory Costs, minus, if applicable, amounts reserved pursuant to this Agreement (such calculated amount being referred to herein as the "AVAILABILITY"). Advances under the Revolving Facility automatically shall automatically be made for the payment of interest on the Loans Revolving Notes and other Obligations on the date when due to the extent available and as provided for herein. (b) Lender Agent has established the above-referenced advance rate for Availability and, in its Permitted Discretion Discretion, may further adjust the Availability and the such advance rate rate, upon written notice to Borrower, by applying Liquidity Factorspercentages (known as "LIQUIDITY FACTORS") to Eligible Receivables based upon Borrower's actual recent collection history in a manner consistent with Agent's underwriting practices and procedures, including, without limitation, Agent's review and analysis of, among other things, Borrower's historical returns, rebates, discounts, credits and allowances (collectively, the "DILUTION ITEMS"). The Liquidity Factors Such liquidity factors and the advance rate for Availability may be adjusted by Lender Agent throughout the Term Revolving Facility Term, upon written notice to Borrower, as warranted by Lender’s Agent's underwriting practices and procedures in its credit judgmentPermitted Discretion. Also, Lender Agent shall have the right to establish and readjust from time to time, in its Permitted Discretion, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced disbursed to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I..

The Revolving Facility. (a) Subject to the provisions of this Agreement, Lender shall make Advances to Borrower under the Revolving Facility from time to time during the Term, unless this Agreement is terminated earlier, provided that, notwithstanding any other provision of this Agreement to the contraryAgreement, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed the lesser of (a) the Facility Cap, and (b) the Availability. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability for Advances shall be made by Lender in its Permitted Discretion sole discretion and is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of the sum of (i) the Applicable Advance Rate (as hereinafter defined) of the Borrowing Base for Eligible Receivables and (ii) the Applicable Advance Rate of the Borrowing Base for Eligible Inventory minus, if applicable, amounts adjusted or reserved pursuant to this Agreement (such calculated amount being referred to herein as the “Availability”). Advances under For purposes of this Agreement, the Revolving Facility shall automatically be made for the payment of interest on the Loans and other Obligations on the date when due to the extent available and as provided for herein. (b) Lender in its Permitted Discretion may further adjust the Availability and the advance rate by applying Liquidity Factors. The Liquidity Factors and the applicable advance rate for Availability may be adjusted by Lender throughout Eligible Accounts and Eligible Inventory (in each case, the Term as warranted by Lender’s underwriting practices and procedures in its credit judgment. Also, Lender shall have the right to establish from time to time, in its Permitted Discretion, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve “Applicable Advance Rate”) shall be eliminated upon determined by reference to the satisfaction by Borrower calculation of the conditions set forth in Section 3 of Annex I Borrower’s EBITDA for the elimination of the testing of the Minimum Liquidity Covenant set forth most recently completed Test Period as provided in Section 3 of Annex I.1 hereto as follows:

The Revolving Facility. (a) Subject to the provisions of this Agreement, Lender shall continue the Existing Advances and make Advances to Borrower under the Revolving Facility from time to time during the Term, unless this Agreement is terminated earlier, provided that, notwithstanding any other provision of this Agreement to the contraryAgreement, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed the lesser of (a) the Facility Cap, and or (b) the Availability. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability for Advances shall be made by Lender in its Permitted Discretion and sole discretion and, absent demonstrable error, is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of the sum of: (i) Eighty-Five percent (85%) of the Borrowing Base for Eligible Billed Receivables; (ii) Sixty percent (60%) of the Borrowing Base for Eligible Nondeductible Unbilled Receivables; (iii) Sixty percent (60%) of the Borrowing Base for Eligible Deductible Unbilled Receivables; and (iv) the Inventory Availability; provided, however, that the Inventory Availability shall at no time exceed the lesser of (i) twenty-five percent (25%) of the Availability or (ii) the Inventory Cap in effect from time to time; (v) minus, the Availability Reserve and, if applicable, any other amounts adjusted or reserved pursuant to this Agreement (such calculated amount being referred to herein as the “Availability"). Notwithstanding any provision of this Agreement or any definition contained in Appendix A attached hereto to the contrary, in no event shall any Accounts or Inventory of National Pharmaceuticals be included in the calculation of the Borrowing Base or the Availability under this Agreement. Advances under the Revolving Facility automatically shall automatically be made for the payment of interest on the Loans Advances and the Term Loan and other Obligations on the date when due to the extent available and as provided for herein. The proceeds of Advances under the Revolving Facility shall be used by Borrower (i) as a provider of health care services, (ii) as a wholesaler, retailer and provider of medical supplies and services, (iii) for the generation of receivables/inventory, (iv) for the refinancing of existing indebtedness, (v) for payments to Lender hereunder, and (vii) for any other lawful purpose permitted under this Agreement. (b) Lender has established the above-referenced advance rate for Availability and, in its Permitted Discretion sole credit judgment, may further adjust the Availability and the such advance rate rates by applying Liquidity Factorspercentages (known as “liquidity factors”) to Eligible Receivables by payor class based upon Borrower’s actual recent collection history for each such payor class (i.e., Medicare, Medicaid, commercial insurance, etc.) and to Eligible Inventory in a manner consistent with Lender’s underwriting practices and procedures, including without limitation Lender’s review and analysis of, among other things, Borrower’s historical returns, rebates, discounts, credits and allowances (collectively, the “Dilution Items”). The Liquidity Factors Such liquidity factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s underwriting practices and procedures in its sole credit judgment. Also, Lender shall have the right to establish from time to time, in its Permitted Discretionsole credit judgment, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced disbursed to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I..

The Revolving Facility. (a) Subject to the provisions of this Agreement, Lender shall continue the Existing Advances and make Advances to Borrower under the Revolving Facility from time to time during the Term, unless this Agreement is terminated earlier, provided that, notwithstanding any other provision of this Agreement to the contraryAgreement, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed the lesser either of (a) the Facility Cap, and or (b) the Availability, plus such additional amounts that Lender may elect to advance to Borrower in its sole discretion such that the total outstanding Advances at any one time are not less than the Minimum Balance. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability for Advances shall be made by Lender in its Permitted Discretion and sole discretion and, absent demonstrable error, is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of the sum of (i) Eighty-Five percent (85%) of the Borrowing Base for Eligible Billed Receivables, (ii) Sixty percent (60%) of the Borrowing Base for Eligible Unbilled Receivables, and (iii) as determined by Lender in its sole discretion following the completion of the Inventory Field Examination, either (a) Fifty percent (50%) of the Borrowing Base for Eligible Finished Goods Inventory valued at the lower of cost basis or market value or (b) Eighty-Five percent (85%) of the Borrowing Base for Eligible Inventory valued at orderly liquidation value, minus, if applicable, amounts adjusted or reserved pursuant to this Agreement (such calculated amount being referred to herein as the “Availability”); provided, however, that at no time shall more than Four Hundred Thousand and 00/100 ($400,000.00) of the Availability be comprised of Eligible Inventory. Advances under the Revolving Facility automatically shall automatically be made for the payment of interest on the Loans Notes and other Obligations on the date when due to the extent available and as provided for herein. Notwithstanding any provision of this subsection (a) to the contrary, Borrower shall not be permitted to include Eligible Inventory in the Availability unless and until Lender has completed and reviewed an independent appraisal and field examination of Borrower’s Inventory at the expense of Borrower and the results of which are satisfactory to Lender in its sole discretion (the “Inventory Field Examination”). (b) Lender has established the above-referenced advance rate for Availability and, in its Permitted Discretion sole credit judgment, may further adjust the Availability and the such advance rate rates by applying Liquidity Factorspercentages (known as “liquidity factors”) to Eligible Receivables by payor class based upon Borrower’s actual recent collection history for each such payor class (i.e., Medicare, Medicaid, commercial insurance, etc.) and to Eligible Inventory in a manner consistent with Lender’s underwriting practices and procedures, including without limitation Lender’s review and analysis of, among other things, Borrower’s historical returns, rebates, discounts, credits and allowances (collectively, the “Dilution Items”). The Liquidity Factors Such liquidity factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s underwriting practices and procedures in its sole credit judgment. Also, Lender shall have the right to establish from time to time, in its Permitted Discretionsole credit judgment, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced disbursed to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I..

The Revolving Facility. (a) Subject to the provisions of this Agreement, each Revolving Lender shall agrees to make available its Pro Rata Share of Advances to Borrower under the Revolving Facility from time to time during the Term; provided, unless this Agreement is terminated earlierthat (i) the Pro Rata Share of the Advances of any Revolving Lender shall not at any time exceed its separate Commitment, provided that, notwithstanding any other provision of this Agreement to the contrary, and (ii) the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed the lesser of (aA) the Facility Cap, Cap and (bB) the AvailabilityAvailability (as defined below) minus the outstanding Letter of Credit Obligations. The obligations of Revolving Lenders hereunder shall be several and not joint up to the amount of the Commitments. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability availability within the Borrowing Base for Advances shall be made by Lender Agent in its Permitted Discretion and is final and binding upon Borrower. Unless otherwise permitted by LenderAgent, each Advance shall be in an amount of at least $1,000100,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in DollarsU.S. dollars, of (i) eighty percent (80%) of Eligible Receivables in the AvailabilityBorrowing Base, and (ii) (A) from November 1 of each year until January 31 of the following year, sixty percent (60%) or (B) from February 1 until October 31 of each year, fifty-five percent (55%), of Eligible Inventory Costs in the Borrowing Base minus, if applicable, amounts reserved pursuant to this Agreement (such calculated amount being referred to herein as the "AVAILABILITY"). Advances under the Revolving Facility automatically shall automatically be made for the payment of interest on the Loans Notes and other Obligations on the date when due to the extent available and as provided for herein. (b) Lender Agent has established the above-referenced advance rates for Availability and, in its Permitted Discretion Discretion, may further adjust the Availability and the such advance rate rates by applying Liquidity Factorspercentages (known as "LIQUIDITY FACTORS") to Eligible Receivables based upon Borrower's actual recent collection history in a manner consistent with Agent's underwriting practices and procedures, including, without limitation, Agent's review and analysis of, among other things, Borrower's historical returns, rebates, discounts, credits and allowances (collectively, the "DILUTION ITEMS"). The Liquidity Factors Such liquidity factors and the advance rate rates for Availability may be adjusted by Lender Agent throughout the Term as warranted by Lender’s Agent's underwriting practices and procedures in its credit judgmentPermitted Discretion. Also, Lender Agent shall have the right to establish and readjust from time to time, in its Permitted Discretion, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced disbursed to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I..

The Revolving Facility. (a) Subject to the provisions of this Agreement, each Lender shall agrees to make available its Pro Rata Share of Advances to Borrower Borrowers under the Revolving Facility from time to time during the Term, unless this Agreement is terminated earlier, provided that, notwithstanding (i) the Pro Rata Share of the Advances of any other provision of this Agreement to the contraryLender shall not at any time exceed its separate Commitment, and (ii) the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed the lesser of (a) the Facility Cap, and (b) the Availability. The obligations of Lenders hereunder shall be several and not joint. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability for Advances shall be made by Lender in its Permitted Discretion and is final and binding upon Borrowerreference to the most recent Borrowing Certificate or Interim Borrowing Certificate delivered by Borrowers (subject to Agent's right to set reserves pursuant to this Agreement). Unless otherwise permitted by LenderAgent, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower Borrowers may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of the sum of (i) eighty five percent (85%) of the Borrowing Base plus (ii) the Special Advance Amount minus (iii) if applicable, amounts reserved pursuant to this Agreement (such calculated amount being referred to herein as the "Availability"). Advances under the Revolving Facility automatically shall automatically be made for the payment of interest on the Loans Revolving Notes and other Obligations on the date when due to the extent available and as provided for herein. (b) Lender Agent has established the above-referenced advance rate for Availability based upon Borrowers' actual recent collection history for the Eligible Receivables for each payor class (i.e., Medicare, Medicaid, commercial insurance, etc.) in a manner consistent with Agent's underwriting practices and procedures, including without limitation Agent's review and analysis of, among other things, Borrowers' historical returns, rebates, discounts, credits and allowances (collectively, the "DILUTION ITEMS"), and throughout the Term, if there are adverse changes in the collection history or the Dilution Items, Agent, upon five (5) Business Days prior written notice to Borrowing Agent, may, in its Permitted Discretion may further adjust the Availability and the advance rate by applying Liquidity Factors. The Liquidity Factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s Agent's underwriting practices and procedures in its credit judgmentjudgment exercised in its Permitted Discretion, adjust the liquidity factors and the advance rate for Availability. Also, Lender based on changes related to Borrowers after the Closing Date, Agent shall have the right to establish from time to time, in its credit judgment exercised in its Permitted Discretion, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced disbursed to Borrower Borrowers under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I..

The Revolving Facility. (a) Subject to the provisions of terms and conditions set forth in this AgreementAgreement and in reliance upon the representations, Lender warranties and agreements set forth herein, the Lenders shall on a pro rata basis as set forth on Annex A attached hereto make Advances loans and advances (each such loan or advance individually, a “Loan” and collectively, the “Loans”) to the Borrower under the Revolving Facility from time to time time, upon the Borrower’s demand, during the Revolving Facility Term, unless this Agreement is terminated earlier, ; provided that, that notwithstanding any other provision of this Agreement to the contraryAgreement, the aggregate amount of all Advances Loans at any one time outstanding shall not exceed $180,000,000 under Revolving Facility A (the “Revolving Facility A Commitment”) or $20,000,000 under Revolving Facility B (the “Revolving Facility B Commitment,” and collectively with the Revolving Facility shall not exceed A Commitment, the lesser of (a) the “Revolving Facility Cap, and (b) the AvailabilityCommitment”). The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time during the Revolving Facility Term as permitted under this Agreement. Any determination as to whether there is Availability for Advances shall be All Loans made by a Lender in its Permitted Discretion under Revolving Facility A and is final and binding upon Borrower. Unless otherwise permitted Revolving Facility B shall be, if requested by such Lender, each Advance shall be evidenced by a promissory note made by the Borrower in an amount favor of at least $1,000. Subject to the provisions Lenders substantially in the form of this Agreement, Borrower may request Advances under the promissory note (including any promissory notes issued in substitution therefor) attached hereto as Exhibit A-1 (the “Revolving Facility up to A Note”) and including Exhibit A-2 (the value, in Dollars, of the Availability. Advances under the “Revolving Facility shall automatically be made for the payment of interest on the Loans and other Obligations on the date when due to the extent available and as provided for hereinB Note”), respectively. (b) Lender in its Permitted Discretion may further adjust the Availability and the advance rate by applying Liquidity Factors. The Liquidity Factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s underwriting practices and procedures in its credit judgment. Also, Lender shall have the right to establish from time to time, in its Permitted Discretion, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I.

The Revolving Facility. (a) Subject to the provisions of this Agreement, Lender shall make Advances to Borrower under the Revolving Facility from time to time during the Term, unless this Agreement is terminated earlier, ; provided that, notwithstanding any other provision of this Agreement to the contraryAgreement, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed the lesser either of (a) the Facility Cap, Cap and (b) the AvailabilityAvailability as defined below. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability for Advances shall be made by Lender in its Permitted Discretion and is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of fifty percent (50%) of the Borrowing Base minus, if applicable, amounts reserved pursuant to this Agreement (such calculated amount being referred to herein as the “Availability”). Advances under the Revolving Facility automatically shall automatically be made for the payment of interest on the Loans Note and other Obligations on the date when due to the extent available and as provided for herein. (b) Lender has established the above-referenced advance rate for Availability and, in its Permitted Discretion sole credit judgment, may further adjust the Availability and the such advance rate by applying Liquidity Factorspercentages (known as “liquidity factors”) to Eligible Receivables based upon Borrower’s actual recent collection history in a manner consistent with Lender’s generally applicable underwriting practices and procedures, including without limitation Lender’s review and analysis of, among other things, Borrower’s historical returns, rebates, discounts, credits and allowances (collectively, the “Dilution Items”). The Liquidity Factors Such liquidity factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by in Lender’s sole credit judgment, consistent with Lender’s generally applicable underwriting practices and procedures in its credit judgmentprocedures. Also, Lender shall have the right to establish from time to time, in its Permitted Discretionsole credit judgment, consistent with its generally applicable lending practices, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced disbursed to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I..

The Revolving Facility. (a) Subject to the provisions of this Agreement, Lender shall make Advances to Borrower under the Revolving Facility from time to time during the Term, unless this Agreement is terminated earlier, provided that, notwithstanding any other provision of this Agreement to the contraryAgreement, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed either the lesser of (a) the Facility Cap, and (b) the Availability. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is availability within the Availability for Advances shall be made by Lender in its Permitted Discretion and is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of eighty five percent (85%) of the Borrowing Base minus, if applicable, amounts reserved pursuant to this Agreement (such calculated amount being referred to herein as the “Availability”). Advances under the Revolving Facility automatically shall automatically be made for the payment of interest on the Loans Revolving Loan and other Obligations on the date when due to the extent available and as provided for herein. (b) Lender has established the above-referenced advance rate for Availability and, in its Permitted Discretion Discretion, may further adjust the Availability and the such advance rate by applying Liquidity Factorspercentages (known as “liquidity factors”) to Eligible Receivables by payor class based upon Borrower’s actual recent collection history for each such payor class in a manner consistent with Lender’s underwriting practices and procedures, including without limitation Lender’s review and analysis of, among other things, Borrower’s historical returns, rebates, discounts, credits and allowances (collectively, the “Dilution Items”). The Liquidity Factors Such liquidity factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s underwriting practices and procedures in its credit judgmentPermitted Discretion. Also, Lender shall have the right to establish from time to time, in its Permitted Discretionsole credit judgment, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced disbursed to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I..

The Revolving Facility. (a) Subject to the provisions of this Agreement, Lender shall make Advances to Borrower under the Revolving Facility from time to time during the Term, unless this Agreement is terminated earlier, provided that, that notwithstanding any other provision of this Agreement to the contraryAgreement, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed the lesser either of (a) the Facility Cap, Cap and (b) the Availability. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability availability within the Borrowing Base for Advances shall be made by Lender in its Permitted Discretion and is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of eighty-five percent (85%) of the Borrowing Base minus, if applicable, amounts reserved pursuant to this Agreement (such calculated amount being referred to herein as the “Availability”). Advances under the Revolving Facility automatically shall automatically be made for the payment of interest on the Loans Note and other Obligations on the date when due to the extent available and as provided for herein. (b) Lender has established the above-referenced advance rate for Availability and, in its Permitted Discretion Discretion, may further adjust the Availability and the such advance rate by applying Liquidity Factorspercentages (known as “liquidity factors”) to Eligible Receivables based upon Borrower’s actual recent collection history in a manner consistent with Lender’s underwriting practices and procedures, including without limitation Lender’s review and analysis of, among other things, Borrower’s historical returns, rebates, discounts, credits and allowances (collectively, the “Dilution Items”). The Liquidity Factors Such liquidity factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s underwriting practices and procedures in its credit judgmentPermitted Discretion. Also, Lender shall have the right to establish from time to time, in its Permitted Discretion, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced disbursed to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by will use commercially reasonable efforts to notify Borrower of such adjustments and reserves at least three (3) Business Days prior to their implementation; provided, however, that Lender need not provide such notification if a Default or an Event of Default has occurred and is continuing, and any failure of Lender to provide such notice shall not negate the conditions set forth in Section 3 effectiveness or application of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I.any such adjustments and/or reserves.

The Revolving Facility. (a) Subject to the provisions of this Agreement, Lender shall make Advances to Borrower under the Revolving Facility from time to time during the Term, unless this Agreement is terminated earlier, provided that, notwithstanding any other provision of this Agreement to the contraryAgreement, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed the lesser of either of (a) the Facility Cap, and Cap or (b) the Availability. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and, subject to the terms and conditions of this Agreement, redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability availability within the Borrowing Base for Advances shall be made by Lender in its Permitted Discretion and is final and binding upon Borrower; provided that after the consummation of the IM Transaction until such time as the parties agree upon financial covenants pursuant to Section 7.1 hereto, any determination as to whether there is availability within the Borrowing Base for Advance shall be made by Lender in its sole discretion. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in Dollars, U.S. Dollars of the Borrowing Base minus, if applicable, amounts reserved pursuant to this Agreement, including without limitation, the L/C Exposure (such calculated amount being referred to herein as the "Availability"). Advances under the Revolving Facility automatically shall automatically be made for the payment of interest on the Loans Note and other Obligations on the date when due to the extent available and as provided for herein. Upon the earlier to occur of (1) consummation of the IM Transaction or (2) July 1, 2003 (such earlier date being referred to as the "Minimum Balance Commencement Date"), the aggregate Advances outstanding at any one time under the Revolving Facility shall not be less than the lesser of (i) 100% of Availability or (ii) $3,000,000 (not including the L/C Exposure) (the "Minimum Balance"); provided, however that even after the Minimum Balance Commencement Date, the Minimum Balance shall be instituted at Lender's sole discretion, with simultaneous notice to Borrower. (b) Lender has established the above-referenced advance rate for Availability and, in its Permitted Discretion Discretion, may further adjust the Availability and the such advance rate by applying Liquidity Factorspercentages (known as "liquidity factors") to Eligible Receivables based upon Borrower's actual recent collection history in a manner consistent with Lender's underwriting practices and procedures, including without limitation Borrower's historical returns, rebates, discounts, credits and allowances (collectively, the "Dilution Items"). The Liquidity Factors Such liquidity factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s 's underwriting practices and procedures in its sole credit judgment. Also, Lender shall have the right to establish from time to time, in its Permitted Discretion, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced disbursed to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I..

The Revolving Facility. (a) Subject to the provisions of this Agreement, each Lender shall agrees to make available its Pro Rata Share of Advances, including Advances in connection with the issuance or collateralization of Letters of Credit, to Borrower under the Revolving Facility from time to time during the Term; provided, unless this Agreement is terminated earlierthat (i) the Pro Rata Share of the Advances of any Lender shall not at any time exceed its separate Commitment, provided that, notwithstanding any other provision of this Agreement to the contrary, and (ii) the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed the lesser of (aA) the Facility Cap, Cap and (bB) the Availability. The obligations of Lenders hereunder shall be several and not joint up to the amount of the Commitments. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability availability within the Borrowing Base for Advances shall be made by Lender Agent in its Permitted Discretion and is final and binding upon Borrower. Unless otherwise permitted by LenderAgent, each Advance shall be in an amount of at least $1,000100,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in Dollars, of 85% of the AvailabilityBorrowing Base (such calculated amount being referred to herein as the "AVAILABILITY"). Advances under the Revolving Facility automatically shall automatically be made for the payment of interest on the Loans Revolving Notes and other Obligations on the date when due to the extent available and as provided for herein. (b) Lender in its Permitted Discretion Agent has established the above-referenced advance rate for Availability and, following an audit and review of Borrower's financial statements and with not less than three (3) Business Days prior notice to Borrower (except that upon the occurrence, and during the continuance, of a Default or Event of Default, such notice shall not be required), may further adjust the Availability and the such advance rate by applying Liquidity Factorspercentages (known as "LIQUIDITY FACTORS") to Eligible Receivables based upon Borrower's actual recent collection history all in a manner consistent with Agent's underwriting practices and procedures, including, without limitation, Agent's review and analysis of, among other things, Borrower's historical returns, rebates, discounts, credits and allowances (collectively, the "DILUTION ITEMS"). The Liquidity Factors Such liquidity factors and the advance rate for Availability may be adjusted by Lender Agent, throughout the Term Term, subject to prior notice to Borrower, as warranted by Lender’s Agent's underwriting practices and procedures in its credit judgmentPermitted Discretion. Also, Lender Agent shall have the right to establish and readjust from time to time, in its Permitted Discretion, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced disbursed to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I..

The Revolving Facility. (a) Subject to the provisions of this Agreement, each Lender shall agrees to make available its Pro Rata Share of Advances to Borrower under the Revolving Facility from time to time during the Revolving Facility Term; provided, unless this Agreement is terminated earlierthat (i) the Pro Rata Share of the Advances of any Lender shall not at any time exceed its separate Commitment, provided that, notwithstanding any other provision of this Agreement to the contrary, and (ii) the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed the lesser of (aA) the Facility Cap, Cap and (bB) the Availability. The obligations of Lenders hereunder shall be several and not joint up to the amount of the Commitments. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability for Advances shall be made by Lender Agent in its Permitted Discretion sole discretion and is final and binding upon Borrower. Unless otherwise permitted by LenderAgent, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in Dollars, of (x) the greater of (A) Borrowing Base Availability, and (B) the amount such that the Total Leverage Ratio, after giving effect to the requested Advance, does not exceed the maximum Total Leverage Ratio then allowed under Annex I for the immediately preceding Leverage Test Period, minus, (y) if applicable, amounts reserved by Agent from time to time in its sole credit judgment (such calculated amount being referred to herein as the "AVAILABILITY"). Advances under the Revolving Facility automatically shall automatically be made for the payment of interest on the Loans Revolving Notes and other Obligations on the date when due to the extent available and as provided for herein. (b) Lender in its Permitted Discretion may further adjust the Availability and the advance rate by applying Liquidity Factors. The Liquidity Factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s underwriting practices and procedures in its credit judgment. Also, Lender shall have the right to establish from time to time, in its Permitted Discretion, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I.

The Revolving Facility. (a) Subject to the provisions of this Agreement, Lender shall make Advances to Borrower under the Revolving Facility from time to time during the Term, unless this Agreement is terminated earlier, provided that, notwithstanding any other provision of this Agreement to the contraryAgreement, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed the lesser of (a) the Facility Cap, and (b) the Availability. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability for Advances shall be made by Lender in its Permitted Discretion sole discretion and is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of the sum of (i) the Receivables Percentage of the Borrowing Base for Eligible Receivables, and (ii) the Inventory Percentage of the Borrowing Base for Eligible Inventory minus, if applicable, amounts adjusted or reserved pursuant to this Agreement (such calculated amount being referred to herein as the “Availability”). Advances under the Revolving Facility automatically shall automatically be made for the payment of interest on the Loans Loan and other Obligations on the date when due to the extent available and as provided for herein. (b) Lender has established the above-referenced advance rate for Availability and, in its Permitted Discretion Discretion, may further adjust the Availability and the such advance rate by applying Liquidity Factors. The Liquidity Factors and the advance rate for Availability may be adjusted by Lender throughout the Term percentages (known as warranted by “dilution factors”) to Eligible Receivables based upon Borrower’s actual recent collection history in a manner consistent with Lender’s underwriting practices and procedures in its credit judgmentprocedures, including without limitation Lender’s review and analysis of, among other things, Borrower’s historical returns, rebates, discounts, credits and allowances (collectively, the “Dilution Items”). Also, Lender shall have the right to establish from time to time, in its Permitted Discretion, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced disbursed to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I..

The Revolving Facility. (a) Subject to the provisions of this Agreement, Lender shall make Advances to Borrower under the Revolving Facility from time to time during the Term, unless this Agreement is terminated earlier, provided that, notwithstanding any other provision of this Agreement to the contraryAgreement, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility (a) shall not exceed be no less than the lesser of (ai) the Facility Cap, Availability (as defined below) and (ii) $1,000,000; and (b) shall not exceed either of (i) the Facility Cap and (ii) the Availability; provided, further, that notwithstanding any other provision of this Agreement, at the Closing Lender shall make an Advance to Borrower under the Revolving Facility in the amount of $1,000,000 (the "INITIAL ADVANCE"). The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability availability within the Borrowing Base for Advances shall be made by Lender in its Permitted Discretion sole discretion and is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of eighty-five percent (85%) of the AvailabilityBorrowing Base minus, if applicable, amounts reserved pursuant to this Agreement (such calculated amount being referred to herein as the "AVAILABILITY"). Advances under the Revolving Facility automatically shall automatically be made for the payment of interest on the Loans Revolving Note and other Obligations on the date when due to the extent available and as provided for herein. (b) Lender has established the above-referenced advance rate for Availability and, in its Permitted Discretion Discretion, may further adjust the Availability and the such advance rate by applying Liquidity Factorspercentages (known as "liquidity factors") to Eligible Receivables by payor class based upon Borrower's actual recent collection history for each such payor class (i.e., commercial insurance, etc.) in a manner consistent with Lender's underwriting practices and procedures, including without limitation Lender's review and analysis of, among other things, Borrower's historical returns, rebates, discounts, credits and allowances (collectively, the "DILUTION ITEMS"). The Liquidity Factors Such liquidity factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s 's underwriting practices and procedures in its credit judgmentPermitted Discretion. Also, Lender shall have the right to establish from time to time, in its Permitted Discretion, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced disbursed to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I..

The Revolving Facility. (a) Subject to the provisions of this Agreement, Lender shall make Advances to Borrower under the Revolving Facility from time to time during the Term, unless this Agreement is terminated earlier, provided that, notwithstanding any other provision of this Agreement to the contraryAgreement, the aggregate amount of all Advances at any one time outstanding under the Revolving Facility shall not exceed the lesser either of (a) the Facility Cap, and (b) the Availability. The Revolving Facility is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. Any determination as to whether there is Availability availability within the Borrowing Base for Advances shall be made by Lender in its Permitted Discretion sole discretion and is final and binding upon Borrower. Unless otherwise permitted by Lender, each Advance shall be in an amount of at least $1,000. Subject to the provisions of this Agreement, Borrower may request Advances under the Revolving Facility up to and including the value, in U.S. Dollars, of the sum of (i) 85% of the Borrowing Base for Eligible Receivables and (ii) the lesser of (y) 50% of the Borrowing Base for Eligible Inventory based on the lower of cost or market or (z) 85% of the Borrowing Base for Eligible Inventory based on net orderly liquidation value, and, if applicable, less, (iii) amounts reserved pursuant to this Agreement (such calculated amount being referred to herein as the “Availability”). For purposes of this Agreement, the ” net orderly liquidation value” shall be determined by independent appraisers from time to time acceptable to Lender and at Borrower’s expense. Advances under the Revolving Facility shall automatically be made automatically for the payment of interest on the Loans and other Obligations on the date when due to the extent available and as provided for herein. (b) Lender has established the above-referenced advance rate for Availability and, in its Permitted Discretion sole credit judgment, may further adjust the Availability and the such advance rate by applying Liquidity Factorspercentages (known as “liquidity factors”) to Eligible Receivables by payor class based upon Borrower’s actual recent collection history for each such payor class in a manner consistent with Lender’s underwriting practices and procedures, including without limitation Lender’s review and analysis of, among other things, Borrower’s historical returns, rebates, discounts, credits and allowances (collectively, the “Dilution Items”). The Liquidity Factors Such liquidity factors and the advance rate for Availability may be adjusted by Lender throughout the Term as warranted by Lender’s underwriting practices and procedures in its sole credit judgment. Also, Lender shall have the right to establish from time to time, in its Permitted Discretionsole credit judgment, reserves against the Borrowing Base, which reserves shall have the effect of reducing the amounts otherwise eligible to be advanced disbursed to Borrower under the Revolving Facility pursuant to this Agreement. Borrower hereby acknowledges and agrees that as of the Closing Date, Lender shall establish a $250,000 reserve against the Borrowing Base, of Annex I, which reserve shall be eliminated upon the satisfaction by Borrower of the conditions set forth in Section 3 of Annex I for the elimination of the testing of the Minimum Liquidity Covenant set forth in Section 3 of Annex I..