Common use of CESSATION OF ADVANCES Clause in Contracts

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (e) Lender in good faitx xxxxx xxxelf insecure, even though no Event of Default shall have occurred. ADDITIONAL PROVISION. THE BORROWER AGREES TO MOVE OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT WITH THE BANK DURING THE LIFE OF THE LOAN. ADDITIONAL FINANCIAL STATEMENTS. 10Q AND 10K STATEMENTS DUE WITHIN 5 DAYS OF EACH FILING. BORROWING BASE AND ELIGIBLE ACCOUNTS. BORROWING BASE: 75% OF ELIGIBLE ACCOUNTS. ELIGIBLE ACCOUNTS: ACCOUNTS LESS THAN 90 DAYS PAST DUE; ACCOUNTS THAT MAKE UP LESS THAN 25% OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED BY BANK.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (e) Lender in good faitx xxxxx xxxelf xxxxx itself insecure, even though no Event of Default shall have occurred. ADDITIONAL PROVISIONADVANCE MARGINS ON COLLATERAL. THE BORROWER AGREES TO MOVE OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT WITH THE BANK DURING THE LIFE OF THE LOAN. ADDITIONAL FINANCIAL STATEMENTS. 10Q AND 10K STATEMENTS DUE WITHIN 5 DAYS OF EACH FILING. BORROWING BASE AND ELIGIBLE ACCOUNTS. BORROWING BASE: 75% OF ELIGIBLE ACCOUNTS. ELIGIBLE ACCOUNTS: ACCOUNTS LESS THAN 90 DAYS PAST DUE; ACCOUNTS THAT MAKE UP LESS THAN 25RECEIVABLE 45% OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED BY BANKRAW MATERIALS INVENTORY 45% OF FINISHED GOODS INVENTORY 0% OF WORK IN PROCESS INVENTORY $500,000.00 CAP ON INVENTORY ADVANCES $500,000.00 CAP ON LETTERS OF CREDIT Eligible accounts mean all of borrower's accounts excluding all accounts under which payment is not received within 60 days from invoice date and not declared ineligible for any other reason, including but not limited to accounts having more than 50% of the amount due in excess of 60 days from date of invoice. Special provisions will be made for seasonal dating on selected accounts.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (aA) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (bB) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (cC) there occurs a material adverse change in Borrower's ’s financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (dD) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's ’s guaranty of the Loan or any other loan with Lender; or (eE) Lender in good faitx xxxxx xxxelf xxxxx itself insecure, even though no Event of Default shall have occurred. ADDITIONAL PROVISION. THE BORROWER AGREES TO MOVE OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT WITH THE BANK DURING THE LIFE OF THE LOAN. ADDITIONAL FINANCIAL STATEMENTS. 10Q AND 10K STATEMENTS DUE WITHIN 5 DAYS OF EACH FILING. BORROWING BASE AND ELIGIBLE BUSINESS LOAN AGREEMENT DEPOSIT ACCOUNTS. BORROWING BASEAs collateral security for repayment of Xxxxxxxx's Note and all renewals and extensions, as well as to secure any and all other loans, notes, indebtedness and obligations that Borrower may now and in the future owe to Lender or incur in Lender's favor, whether direct or indirect, absolute or contingent, due or to become due, of any nature and kind whatsoever (with the exception of any indebtedness under a consumer credit card account), and to the extent permitted by law, Borrower is granting Lender a continuing security interest in any and all funds that Borrower may now and in the future have on deposit with Lender or in certificates of deposit or other deposit accounts as to which Borrower is an account holder (with the exception of IRA, pension, and other tax-deferred deposits). Xxxxxxxx further agrees that, to the extent permitted by law, Lender may at any time apply any funds that Borrower may have on deposit with Lender or in certificates of deposit or other deposit accounts as to which Borrower is an account holder against the unpaid balance of Borrower's Note and any and all other present and future indebtedness and obligations that Borrower may then owe to Lender, in principal, interest, fees, costs, expenses, and reasonable attorneys' fees. EVENTS OF DEFAULT. The following actions or inactions or both shall constitute Events of Default under this Agreement: 75% OF ELIGIBLE ACCOUNTSDefault Under the Note. ELIGIBLE ACCOUNTS: ACCOUNTS LESS THAN 90 DAYS PAST DUE; ACCOUNTS THAT MAKE UP LESS THAN 25% OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED BY BANKShould Borrower default in the payment of principal or interest under the Note or any of the Indebtedness. Default Under this Agreement. Should Borrower violate, or fail to comply fully with any of the terms and conditions of, or default under this Agreement. Default Under other Agreements. Should any default occur or exist under any Related Document which directly or indirectly secures repayment of the Loan and any of the Indebtedness.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (e) Lender in good faitx xxxxx xxxelf xxxxx itself insecure, even though no Event of Default shall have occurred. ADDITIONAL PROVISIONACCESS LAWS. THE BORROWER AGREES Without limiting the generality of any provision of this agreement requiring Borrower to comply with applicable laws, rules, and regulations, Borrower agrees that it will at all times comply with applicable laws relating to disabled access including, but not limited to, all applicable titles of the Americans with Disabilities Act of 1990. STATUTE OF FRAUDS DISCLOSURE. ORAL AGREEMENTS OR ORAL COMMITMENTS TO MOVE LOAN MONEY, EXTEND CREDIT, OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT WITH THE BANK DURING THE LIFE TO FORBEAR FROM ENFORCING REPAYMENT OF THE LOANA DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. ADDITIONAL FINANCIAL STATEMENTSTOTAL LIABILITIES TO TANGIBLE NET WORTH. 10Q AND 10K STATEMENTS DUE WITHIN 5 DAYS OF EACH FILING. BORROWING BASE AND ELIGIBLE ACCOUNTS. BORROWING BASE: 75% OF ELIGIBLE ACCOUNTS. ELIGIBLE ACCOUNTS: ACCOUNTS LESS THAN 90 DAYS PAST DUE; ACCOUNTS THAT MAKE UP LESS THAN 25% OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED BY BANKBorrower agrees to maintain a Total Liabilities to Tangible Net Worth ratio of no more than 1.50 to 1.00.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lenderlender; or (e) Lender in good faitx xxxxx xxxelf insecure, even though no Event of Default shall have occurred. ADDITIONAL PROVISIONACCOUNTS RECEIVABLE AGING. THE BORROWER AGREES SHALL FURNISH TO MOVE OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT WITH THE BANK DURING THE LIFE LENDER A MONTHLY ACCOUNTS RECEIVABLE AGING REPORT WITHIN 30 DAYS OF THE LOANEND OF EACH MONTH IN A FORM ACCEPTABLE TO LENDER. ADDITIONAL FINANCIAL STATEMENTSACCOUNTS PAYABLE AGING. 10Q AND 10K STATEMENTS DUE BORROWER SHALL FURNISH TO LENDER A QUARTERLY ACCOUNTS PAYABLE AGING REPORT WITHIN 5 FORTY-FIVE (45) DAYS OF THE END OF EACH FILING. BORROWING BASE AND ELIGIBLE QUARTER IN A FORM ACCEPTABLE TO LENDER WHEN BORROWER REQUESTS IN WRITING 70% ADVANCE ON ACCOUNTS. BORROWING BASE: 75% OF ELIGIBLE ACCOUNTS. ELIGIBLE ACCOUNTS: ACCOUNTS LESS THAN 90 DAYS PAST DUE; ACCOUNTS THAT MAKE UP LESS THAN 25% OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED BY BANK.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; . LOAN ADVANCES. Lender, in ITS discretion, will make loans to Borrower, in amounts determined by Lender, up to the amounts as defined and PERMITTED in this Agreement and the Related Documents, including, but not limited to, any Promissory Notes, executed by Borrower (the "Credit Limit") Borrower is responsible for monitoring the total amount of Loans and Indebtedness outstanding from time to time, and Borrower shall not permit the same, at any time to exceed the Credit Limit. If at any time the total of all outstanding Loans and Indebtedness exceeds the Credit Limit, Borrower shall immediately pay the amount of the excess to Lender, without notice or (e) Lender in good faitx xxxxx xxxelf insecure, even though no Event of Default shall have occurred. ADDITIONAL PROVISION. THE BORROWER AGREES TO MOVE OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT WITH THE BANK DURING THE LIFE OF THE LOAN. ADDITIONAL FINANCIAL STATEMENTS. 10Q AND 10K STATEMENTS DUE WITHIN 5 DAYS OF EACH FILINGdemand. BORROWING BASE AND ELIGIBLE ACCOUNTSFORMULA. BORROWING BASEFunds shall be advanced under the Borrowers line of credit facility according to a borrowing base formula, as determined by Lender, defined as follows: 75the lesser of (a) $1,500,000.00, minus (i) all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) minus (ii) the Foreign Exchange Reserve minus (iii) the Cash Management Sublimit or (b) Eighty percent (80%) of Eligible Accounts Receivable, minus (i) all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) minus (ii) the Foreign Exchange Reserve minus (iii) the Cash Management Sublimit. Eligible Accounts Receivable shall be defined as those accounts that arise in the ordinary course of Borrowers business, including those accounts outstanding less than 90 days from the date of invoice, but shall exclude foreign, government, contra and intercompany accounts, and exclude accounts wherein 50% OF ELIGIBLE ACCOUNTSor more of the account is outstanding more than 90 days from the date of invoice. ELIGIBLE ACCOUNTS: ACCOUNTS LESS THAN 90 DAYS PAST DUE; ACCOUNTS THAT MAKE UP LESS THAN Any account which alone exceeds 25% OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED BY BANKof total accounts will be ineligible to the extent said account exceeds 25% of total accounts. Lender shall also deem ineligibie any credit balances which are aged past 90 days, and accounts generated by the sale of demonstration or promotional equipment The standards of eligibility shall be fixed from time to time by Lender, in Lenders reasonable judgment upon notification to Borrower. Lender reserves the right to exclude any accounts the collection of which Lender reasonably determines to be doubtful.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (e) Lender in good faitx xxxxx xxxelf xxxxx itself insecure, even though no Event of Default shall have occurred. ADDITIONAL PROVISIONACCOUNTS RECEIVABLE AGING. THE BORROWER AGREES SHALL FURNISH TO MOVE OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT WITH THE BANK DURING THE LIFE LENDER A MONTHLY ACCOUNTS RECEIVABLE AGING REPORT WITHIN 30 DAYS OF THE LOANEND OF EACH MONTH IN A FORM ACCEPTABLE TO LENDER. ADDITIONAL FINANCIAL STATEMENTSACCOUNTS PAYABLE AGING. 10Q AND 10K STATEMENTS DUE BORROWER SHALL FURNISH TO LENDER A QUARTERLY ACCOUNTS PAYABLE AGING REPORT WITHIN 5 30 DAYS OF THE END OF EACH FILING. BORROWING BASE AND ELIGIBLE ACCOUNTS. BORROWING BASE: 75% OF ELIGIBLE ACCOUNTS. ELIGIBLE ACCOUNTS: ACCOUNTS LESS THAN 90 DAYS PAST DUE; ACCOUNTS THAT MAKE UP LESS THAN 25% OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED BY BANKQUARTER IN A FORM ACCEPTABLE TO LENDER.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (e) Lender in good faitx xxxxx xxxelf xxxxx itself insecure, even though no Event of Default shall have occurred. ADDITIONAL PROVISIONWAIVER OF CLAIMS. BORROWER (I) REPRESENTS THAT THEY HAVE NO DEFENSES TO OR SETOFFS AGAINST ANY INDEBTEDNESS OR OTHER OBLIGATIONS OWING TO LENDER OR ITS AFFILIATES (THE BORROWER AGREES "OBLIGATIONS") NOR CLAIMS AGAINST LENDER OR ITS AFFILIATES FOR ANY MATTER WHATSOEVER, RELATED OR UNRELATED TO MOVE THE OBLIGATIONS, AND (II) RELEASES LENDER AND ITS AFFILIATES FROM ALL CLAIMS, CAUSES OF ACTION, AND COSTS, IN LAW OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT WITH THE BANK DURING THE LIFE EQUITY, EXISITING AS OF THE LOANDATE OF THIS AGREEMENT, WHICH BORROWER HAS OR MAY HAVE BY REASON OF ANY MATTER OF ANY CONCEIVABLE KIND OR CHARACTER WHATSOEVER, RELATED OR UNRELATED TO THE OBLIGATIONS, INCLUDING THE SUBJECT MATTER OF THIS AGREEMENT. ADDITIONAL FINANCIAL STATEMENTS. 10Q AND 10K STATEMENTS DUE WITHIN 5 DAYS THIS PROVISION SHALL NOT APPLY TO CLAIMS FOR PERFORMANCE OF EACH FILING. BORROWING BASE AND ELIGIBLE ACCOUNTS. BORROWING BASE: 75% OF ELIGIBLE ACCOUNTS. ELIGIBLE ACCOUNTS: ACCOUNTS LESS THAN 90 DAYS PAST DUE; ACCOUNTS THAT MAKE UP LESS THAN 25% OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED EXPRESS CONTRACTUAL OBLIGATIONS OWING TO BORROWER BY BANKLENDER OR ITS AFFILIATES.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; . YEAR 2000. Unless Lender has provided Borrower with a written waiver of the following "Year 2000" provisions, the following provisions shall apply: Borrower represents, warrants and covenants that it has, or will have by a date that is acceptable to Lender: (ci) there occurs undertaken a detailed inventory, review, and assessment of all areas within its business and operations that could be adversely affected by the failure of Borrower to be Year 2000 compliant on a timely basis, (ii) developed a detailed plan and timeline and committed adequate resources for becoming Year 2000 compliant on a timely basis, and (iii) implemented that plan in accordance with that timetable in all material respects. Borrower covenants and agrees that Borrower shall from time to time upon Lender's request furnish periodic updates to Lender regarding Borrower's progress on its Year 2000 compliance efforts, and provide copies to Lender of any internal and third-party assessments of Borrower's Year 2000 compliance efforts. Borrower covenants to be and reasonably anticipates that it will be Year 2000 compliant on a timely basis. Borrower has made (or will make, by a date acceptable to Lender) written inquiry (or, if acceptable to Lender, oral inquiry) of each of its key suppliers, vendors, and customers as to whether such persons will be Year 2000 compliant in all material respects on a timely basis. Based on that inquiry, and to the best of Borrower's knowledge only, Borrower believes that all such persons will be Year 2000 compliant in all material respects on a timely basis. For purposes of this provision, "key suppliers, vendors, and customers" refers to those suppliers, vendors, and customers of Borrower whose business failure would, with reasonable probability, result in a material adverse change in the business, properties, condition (financial or otherwise), or prospects of Borrower, or Borrower's financial condition, in ability to repay the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (e) Lender in good faitx xxxxx xxxelf insecure, even though no Event of Default shall have occurred. ADDITIONAL PROVISION. THE BORROWER AGREES TO MOVE OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT WITH THE BANK DURING THE LIFE OF THE LOAN. ADDITIONAL FINANCIAL STATEMENTS. 10Q AND 10K STATEMENTS DUE WITHIN 5 DAYS OF EACH FILING. BORROWING BASE AND ELIGIBLE ACCOUNTS. BORROWING BASE: 75% OF ELIGIBLE ACCOUNTS. ELIGIBLE ACCOUNTS: ACCOUNTS LESS THAN 90 DAYS PAST DUE; ACCOUNTS THAT MAKE UP LESS THAN 25% OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED BY BANKindebtedness evidenced by this Agreement.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; : (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (e) Lender in good faitx xxxxx xxxelf insecure, even though no Event of Default shall have occurred. STATUTE OF FRAUDS DISCLOSURE. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. ADDITIONAL PROVISION. THE BORROWER AGREES BORRXXXX XXXEES TO MOVE SUBMIT TO LENDER MONTHLY A COMPLETE DEBTOR AND ADDRESS LIST. BORRXXXX XXXEES TO SUBMIT TO LENDER A BORROWER'S CERTIFICATE MONTHLY. BORRXXXX XXXEES TO SUBMIT TO ONE COLLATERAL AUDIT PER YEAR TO BE PERFORMED BY LENDXX'X XNTERNAL STAFF OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT LENDER APPROVED EXTERNAL EXAMINERS. DIRECT VERIFICATIONS SHALL BE REQUIRED. BORRXXXX XXXEES TO PAY ALL LENDXX'X XXPENSES INCURRED IN CONNECTION WITH THE BANK DURING THE LIFE COLLATERAL AUDIT. TANGIBLE NET WORTH. MAINTAIN TANGIBLE NET WORTH AT A MINIMUM OF THE LOAN$46,000,000.00 UNTIL 12/31/97 WHEN IT INCREASES TO $60,000.00. ADDITIONAL FINANCIAL STATEMENTSWORKING CAPITAL. 10Q AND 10K STATEMENTS DUE WITHIN 5 DAYS WORKING CAPITAL SHALL BE MAINTAINED AT A MINIMUM OF EACH FILING. BORROWING BASE AND ELIGIBLE ACCOUNTS. BORROWING BASE: 75% OF ELIGIBLE ACCOUNTS. ELIGIBLE ACCOUNTS: ACCOUNTS LESS THAN 90 DAYS PAST DUE; ACCOUNTS THAT MAKE UP LESS THAN 25% OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED BY BANK$30,000,000.00 UNTIL 12/31/97 WHEN IT INCREASES TO $45,000,000.00.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (e) Lender in good faitx xxxxx xxxelf insecurefaith deems itself insecuxx, even though xxxx xxxugh no Event of Default shall have occurred. ADDITIONAL PROVISIONCOVENANTS C CONDITIONS. 1. BORROWER TO MAINTAIN TTS PRIMARY BANKING RELATIONSHIP WITH BANK. THIS.MEANS THE MAJORITY OF DEPOSIT ACCOUNTS, BALANCES AND LOANS. IF THE BORROWER AGREES FAILS TO MOVE OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT WITH MEET THIS CONDITION, BANK MAY, AT ITS SOLE DISCRETION, INCREASE THE BANK DURING THE LIFE RATE CHARGED ON ALL OF THE LOAN. ADDITIONAL FINANCIAL STATEMENTS. 10Q BORROWER'S INDEBTEDNESS BY UP TO 5% OR MAY DECLARE ALL INDEBTEDNESS OWED BY BORROWER TO BANK, IMMEDIATELY DUE AND 10K STATEMENTS DUE WITHIN 5 DAYS OF EACH FILING. BORROWING BASE AND ELIGIBLE ACCOUNTS. BORROWING BASE: 75% OF ELIGIBLE ACCOUNTS. ELIGIBLE ACCOUNTS: ACCOUNTS LESS THAN 90 DAYS PAST DUE; ACCOUNTS THAT MAKE UP LESS THAN 25% OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED BY BANKPAYABLE.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or . FINANCIAL COVENANTS. CPA AUDITED FINANCIALS DUE ANNUALLY. CPA COMPILED (eCONSOLIDATED) Lender in good faitx xxxxx xxxelf insecure, even though no Event of Default shall have occurredFINANCIALS DUE QUARTERLY. ADDITIONAL PROVISIONPERSONAL FINANCIALS ON GUARANTOR DUE ANNUALLY. THE BORROWER AGREES TO MOVE OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT WITH THE BANK DURING THE LIFE OF THE LOANPERSONAL TAX RETURNS ON GUARANTOR DUE ANNUALLY. ADDITIONAL FINANCIAL STATEMENTSCOMPANY PREPARED (CONSOLIDATED) FINANCIALS DUE MONTHLY. 10Q AND 10K STATEMENTS AGINGS CONSOLIDATION DUE WITHIN 5 DAYS OF EACH FILING. BORROWING BASE AND ELIGIBLE ACCOUNTS. BORROWING BASE: 75% OF ELIGIBLE ACCOUNTS. ELIGIBLE ACCOUNTS: ACCOUNTS LESS THAN 90 DAYS PAST DUE; ACCOUNTS THAT MAKE UP LESS THAN 25% OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED BY BANKMONTHLY.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (e) Lender in good faitx xxxxx xxxelf insecure, even though no Event of Default shall have occurred. ADDITIONAL PROVISIONSTATUTE OF FRAUDS DISCLOSURE. THE ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. TANGIBLE NET WORTH. BORROWER AGREES TO MOVE OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT WITH THE BANK DURING THE LIFE A MINIMUM TANGIBLE NET WORTH OF THE LOAN. ADDITIONAL FINANCIAL STATEMENTS. 10Q AND 10K STATEMENTS DUE WITHIN 5 DAYS OF EACH FILING. BORROWING BASE AND ELIGIBLE ACCOUNTS. BORROWING BASE: 75% OF ELIGIBLE ACCOUNTS. ELIGIBLE ACCOUNTS: ACCOUNTS NOT LESS THAN 90 DAYS PAST DUE; $21,000,000.00 AT EACH QUARTER END AND $23,000,000.00 AT FISCAL YEAR END. QUICK RATIO. BORROWER AGREES TO MAINTAIN A RATION OF LIQUID ASSETS TO CURRENT LIABILITIES IN EXCESS OF 1.25 TO 1.00 DEFINED AS: (CASH AND EQUIVALENTS PLUS TRADE ACCOUNTS THAT MAKE UP LESS THAN 25% RECEIVABLE PLUS INVENTORY) DIVIDED BY (CURRENT LIABILITIES PLUS ALL OPEN LETTERS OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED BY BANKCREDIT AND BANKERS ACCEPTANCES). FOR THE JUNE THROUGH OCTOBER, 1997 MEASUREMENT PERIODS, WE WILL ALLOW THE COMPANY TO INCLUDE THEIR 1996 FEDERAL INCOME TAX REFUND RECEIVABLE IN THE NUMERATION OF THIS FORMULA.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (e) Lender in good faitx xxxxx xxxelf xxxxx itself insecure, even though no Event of Default shall have occurred. ADDITIONAL STATUTES OF FRAUD PROVISION. THE BORROWER AGREES ORAL AGREEMENTS OR ORAL COMMITMENTS TO MOVE LOAN MONEY, EXTEND CREDIT OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT WITH THE BANK DURING THE LIFE TO FORBEAR FROM ENFORCING REPAYMENT OF THE LOANA DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. ADDITIONAL FINANCIAL STATEMENTSEXHIBIT "A". 10Q AND 10K STATEMENTS DUE WITHIN 5 DAYS OF EACH FILING. BORROWING BASE AND ELIGIBLE ACCOUNTS. BORROWING BASE: 75% OF ELIGIBLE ACCOUNTS. ELIGIBLE ACCOUNTS: ACCOUNTS LESS THAN 90 DAYS PAST DUE; ACCOUNTS THAT MAKE UP LESS THAN 25% OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED BY BANKBy this reference, the attached Exhibit "A" is hereby fully incorporated herein.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower a)Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or Guarantor b)Borrower becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; . YEAR 2000. Unless Lender has provided Borrower with a written waiver of the following "Year 2000" provisions, the following provisions shall apply: Borrower represents, warrants and covenants that it has, or will have by a date that is acceptable to Lender: (ci)undertaken a detailed inventory, review, and assessment of all areas within its business and operations that could be adversely affected by the failure of Borrower to be Year 2000 compliant on a timely basis, (ii)developed a detailed plan and timeline and committed adequate resources for becoming Year 2000 compliant on a timely basis, and (iii)implemented that plan in accordance with that time table in all material respects. Borrower covenants and agrees that Borrower shall from time to time upon Lender's request furnish periodic updates to Lender regarding Borrower's progress on its Year 2000 compliance efforts, and provide copies to Lender of any internal and third-party assessments of Borrower's Year 2000 compliance efforts. Borrower covenants to be and reasonably anticipates that it will be Year 2000 compliant on a timely basis. Borrower has made (or will make, by a date acceptable to Lender) there occurs written inquiry (or, if acceptable to Lender, oral inquiry) of each of its key suppliers, vendors, and customers as to whether such persons will be Year 2000 compliant in all material respects on a timely basis. Based on that inquiry, and to the best of Borrower's knowledge only, Borrower believes that all such persons will be Year 2000 compliant in all material respects on a timely basis. For purposes of this provision, "Key suppliers, vendors, and customers" refers to those suppliers, vendors, and customers of Borrower whose business failure would, with reasonable probability, result in a material adverse change in the business, properties, condition (financial or otherwise), or prospects of Borrower, or Borrower's financial condition, in ability to repay the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (e) Lender in good faitx xxxxx xxxelf insecure, even though no Event of Default shall have occurred. ADDITIONAL PROVISION. THE BORROWER AGREES TO MOVE OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT WITH THE BANK DURING THE LIFE OF THE LOAN. ADDITIONAL FINANCIAL STATEMENTS. 10Q AND 10K STATEMENTS DUE WITHIN 5 DAYS OF EACH FILING. BORROWING BASE AND ELIGIBLE ACCOUNTS. BORROWING BASE: 75% OF ELIGIBLE ACCOUNTS. ELIGIBLE ACCOUNTS: ACCOUNTS LESS THAN 90 DAYS PAST DUE; ACCOUNTS THAT MAKE UP LESS THAN 25% OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED BY BANKindebtedness evidenced by this Agreement.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (e) Lender in good faitx xxxxx xxxelf insecure, even though no Event of Default shall have occurred. ADDITIONAL PROVISIONACCESS LAWS. THE BORROWER AGREES Without limiting the generality of any provision of this agreement requiring Borrower to comply with applicable laws, rules, and regulations, Borrower agrees that it will at all times comply with applicable laws relating to disabled access including, but not limited to, all applicable titles of the Americans with Disabilities Act of 1990. STATUTE OF FRAUDS DISCLOSURE. ORAL AGREEMENTS OR ORAL COMMITMENTS TO MOVE LOAN MONEY, EXTEND CREDIT, OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT WITH THE BANK DURING THE LIFE TO FORBEAR FROM ENFORCING REPAYMENT OF THE LOANA DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. ADDITIONAL FINANCIAL STATEMENTSWORKING CAPITAL. 10Q AND 10K STATEMENTS DUE WITHIN 5 DAYS OF EACH FILINGBorrower shall maintain a Working Capital of no less than $250,000.00 from the date of this Loan Agreement until December 31, 1997 at which time Working Capital requirements shall increase to no less than $550,000.00. BORROWING BASE AND ELIGIBLE ACCOUNTSWorking Capital excludes outstanding balances on the equipment Line of Credit from current liabilities. BORROWING BASE: 75% OF ELIGIBLE ACCOUNTSTANGIBLE NET WORTH. ELIGIBLE ACCOUNTS: ACCOUNTS LESS THAN 90 DAYS PAST DUE; ACCOUNTS THAT MAKE UP LESS THAN 25% OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED BY BANKBorrower shall maintain a Tangible Net Worth of no less than $375,000.00 from the date of this Loan Agreement until December 31, 1997 at which time Tangible Net Worth requirements shall increase to no less than $700,000.00. 7 CAPITAL EXPENDITURE. Borrower to maintain a maximum Capital Expenditure of no more than $600,000.00 for the 1997 year.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (e) Lender in good faitx xxxxx xxxelf xxxxx itself insecure, even though no Event of Default shall have occurred. ADDITIONAL PROVISIONDISCLOSURE, ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. YEAR 2000. Borrower has reviewed and assessed its business operations and computer systems and applications to address the "year 2000 problem" (that is that computer applications and equipment used by Borrower, directly or indirectly through third parties, may be unable to properly perform date-sensitive functions before, during and after January 1, 2000). Borrower reasonably believes that the year 2000 problem will not result in a material adverse change in Borrower's business condition (financial or otherwise), operations, properties or prospects or ability to repay Lender. Borrower agrees that this representation will be true and correct on and shall be deemed made by Borrower on each date Borrower requests any advance under this Agreement or Note or delivers any information to Lender. Borrower will promptly deliver to Lender such information relating to this representation as Lender requests from time to time. MAXIMUM QUARTERLY LOSS, BORROWER AND LENDER AGREE THE BORROWER AGREES TO MOVE OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT WITH THE BANK DURING THE LIFE OF THE LOAN. ADDITIONAL FINANCIAL STATEMENTS. 10Q AND 10K STATEMENTS DUE WITHIN 5 DAYS OF EACH FILING. BORROWING BASE AND ELIGIBLE ACCOUNTS. BORROWING BASE: 75% OF ELIGIBLE ACCOUNTS. ELIGIBLE ACCOUNTS: ACCOUNTS LESS THAN 90 DAYS PAST DUE; ACCOUNTS THAT MAKE UP LESS THAN 25% OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED BY BANKMAXIMUM QUARTERLY LOSS WILL BE $5,000,000.00.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (e) Lender in good faitx xxxxx xxxelf xxxxx itself insecure, even though no Event of Default shall have occurred. ADDITIONAL PROVISION08-20-1999 BUSINESS LOAN AGREEMENT PAGE 4 LOAN NO. THE 00100001201 (CONTINUED) FINANCIAL REPORTING. BORROWER AGREES WILL PROVIDE QUARTERLY CALL REPORTS TO MOVE OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT WITH THE BANK DURING THE LIFE LENDER WITHIN 50 DAYS OF THE LOANEND OF EACH FISCAL QUARTER. ADDITIONAL FINANCIAL STATEMENTS. 10Q AND 10K STATEMENTS DUE IN ADDITION, FIRST SOUTHERN NATIONAL BANK WILL PROVIDE QUARTERLY CALL REPORTS WITHIN 5 35 DAYS OF EACH FILINGFISCAL QUARTER. ADDITIONAL PROVISIONS. EXCEPTED FROM THIS PROVISION SHALL BE BORROWING BASE AND ELIGIBLE ACCOUNTSFROM ANY AFFILIATES. BORROWING BASE: 75% IN ADDITION, BANCORP LINE OF ELIGIBLE ACCOUNTS. ELIGIBLE ACCOUNTS: ACCOUNTS LESS THAN 90 DAYS PAST DUE; ACCOUNTS THAT MAKE UP LESS THAN 25% CREDIT IN THE AMOUNT OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED BY BANKTWO MILLION ($2,000,000.00) WITH FIRST NATIONAL BANK OF THE CUMBERLANDS IN LIVINGSTON, TENNESSEE SHALL ALSO BE EXCEPTED.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) a0 Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes become insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (e) Lender in good faitx xxxxx xxxelf xxxxx itself insecure, even though no Event of Default shall have occurred. ADDITIONAL PROVISIONPRINCIPAL PAYMENTS. ADDITIONAL PRINCIPAL PAYMENTS ARE REQUIRED IN AMOUNTS EQUAL TO 90% OF ALL CASH DISTRIBUTIONS RECEIVED BY THE BORROWER FROM EACH PARTNERSHIP, FROM TIME TO TIME UNTIL MATURITY. GUARANTEED AMOUNTS. PRIOR TO DISBURSEMENT OF ANY LOAN PROCEEDS, FURNISH EXECUTED GUARANTIES OF THE LOANS IN FAVOR OF THE LENDER, EXECUTED BY X.X. XXXXXXX, XXXXX X. XXXXX, AND NTS CORPORATION, ON LENDER'S FORMS AND IN AMOUNTS AND UNDER CONDITIONS SPELLED OUT IN THOSE GUARANTY AGREEMENTS. BORROWING BASE CERTIFICATE. BORROWER AGREES TO MOVE SUBMIT TO LENDER A BORROWING BASE CERTIFICATE, THE FORM OF WHICH IS ATTACHED HERETO AND MADE A PART HEREOF. SAID BORROWING BASE CERTIFICATE SHALL BE SUBMITTED AT THE EARLIER OF EACH BORROWING REQUEST OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT WITH MONTHLY, (NOT LATER THAN THE BANK DURING THE LIFE 10TH OF EACH MONTH HEREAFTER, CONTAINING INFORMATION AS OF THE LOAN. ADDITIONAL FINANCIAL STATEMENTS. 10Q AND 10K STATEMENTS DUE WITHIN 5 DAYS FIRST DAY OF EACH FILINGMONTH) UNTIL MATURITY. BORROWING BASE AND ELIGIBLE ACCOUNTSGUARANTIES. BORROWING BASE: 75% OF ELIGIBLE ACCOUNTS. ELIGIBLE ACCOUNTS: ACCOUNTS LESS THAN 90 DAYS PAST DUE; ACCOUNTS THAT MAKE NTS IS GUARANTEEING PAYMENT ONLY UP LESS THAN 25% OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED BY BANKTO $2,000,000.00.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's ’s financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's ’s guaranty of the Loan or any other loan with Lender; or (e) Lender in good faitx xxxxx xxxelf xxxxx itself insecure, even though no Event of Default shall have occurred. ADDITIONAL PROVISIONGUARANTOR FINANCIAL INFORMATION. THE BORROWER AGREES TO MOVE OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT WITH THE BANK DURING THE LIFE OF THE LOANFurnish the Lender with, as soon as available but in no event later than 120 days after the end of each calendar year, unaudited annual personal financial statements completed in a manner consistent with those previously delivered to Lender. ADDITIONAL FINANCIAL STATEMENTSNONUSE FEE. 10Q AND 10K STATEMENTS DUE WITHIN 5 DAYS OF EACH FILINGSo long as the Lender has any obligation to make advances hereunder, Xxxxxxxx shall pay to Lender a NONUSE FEE at the rate of one-quarter of one percent (.25%) per annum of the daily average of the difference between $900,000.00 and the outstanding balance under the Line of Credit. BORROWING BASE AND ELIGIBLE ACCOUNTSThe NONUSE FEE shall be computed by the Lender quarterly as of the last day of each calendar quarter. BORROWING BASE: 75OUTSTANDING LOAN BALANCE. The total outstanding principal balance under the Promissory Note shall be limited to 100% OF ELIGIBLE ACCOUNTS. ELIGIBLE ACCOUNTS: ACCOUNTS LESS THAN 90 DAYS PAST DUE; ACCOUNTS THAT MAKE UP LESS THAN 25% OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED BY BANKof the aggregate current market value of the collateral pledged by all Guarantors under their Commercial Guarantees and Commercial Pledge and Security Agreements dated of even date herewith.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (e) Lender in good faitx xxxxx xxxelf faith deems itself insecure, even though no Event of Default shall have occurredsxxxx xxxx xccurred. ADDITIONAL PROVISIONLOAN AGREEMENT PROVISIONS. THE BORROWER AGREES COLORADO TECHNICAL UNIVERSITY, INC. SHALL PROVIDE ANNUAL AUDITED STATEMENTS IN FORM AND CONTENT SATISFACTORY TO MOVE OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT WITH THE BANK DURING THE LIFE BANK, WITHIN 120 DAYS OF THE LOANYEAR-END. ADDITIONAL FINANCIAL STATEMENTSWHITMAN EDUCATION GROUP, INC. 10Q SHALL PROVIDE QUARTERLY STATEXXXXX XN FORM AND CONTENT SATISFACTORY TO BANK, WITHIN 45 DAYS OF QUARTER-END, AND ANNUAL AUDITED STATEMENTS IN FORM AND CONTENT SATISFACTORY TO BANK, WITHIN 120 DAYS OF YEAR-END. FORMS 10-Q AND 10-K STATEMENTS DUE WILL BE ACCEPTABLE. BORROWER SHALL MAINTAIN A CURRENT RATIO OF 1.0, TESTED ANNUALLY. BORROWER SHALL MAINTAIN A MINIMUM TANGIBLE NET WORTH OF $3,400,000, TESTED QUARTERLY, TO BE REPORTED ON QUARTERLY STATEMENT OF COMPLIANCE WITHIN 5 45 DAYS OF EACH FILINGQUARTER END. BORROWING BASE MINIMUM DEBT COVERAGE RATIO OF 1.5X, DEFINED AS NET INCOME PLUS DEPRECIATION AND ELIGIBLE ACCOUNTSAMORTIZATION DIVIDED BY CURRENT MATURITIES OF LONG TERM DEBT PLUS INTEREST EXPENSE, TESTED ANNUALLY. BORROWING BASE: 75BORROWER SHALL REPORT NO LOSSES ON AN ANNUAL BASIS. TRANSFERS OF A SHORT-TERM NATURE ARE TO BE ALLOWED FROM SANFORD BROWN COLLEGE, INC. TO WHITMAN EDUCATION GROUP INC. XXXXX XXXNSFERS ARE TO BE DEXXXXX XS PAYMENTS USED FOR SHORT-TERM WORKING CAPITAL NEEDS, AND ARE NOT TO BE USED FOR CAPITAL INVESTMENTS. BORROWER SHALL PROVIDE MONTHLY, IN THOSE MONTHS WHERE AN INTERCOMPANY BALANCE IS OUTSTANDING, A STATEMENT REFLECTING THE BALANCE OUTSTANDING, AND THAT IT IS SHORT-TERM IN NATURE. LOAN ADVANCES TO BE ALLOWED AT 100% OF ELIGIBLE ACCOUNTS. ELIGIBLE ACCOUNTS: ACCOUNTS COST SO LONG AS AN OVERALL LOAN BALANCE TO COLLATERAL PLEDGED IS LESS THAN 90 DAYS PAST DUE; ACCOUNTS THAT MAKE UP LESS THAN 25% OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED BY BANKOR EQUAL TO 80%. BORROWER SHALL MAINTAIN ITS ACCREDITATION AND MAINTAIN RELATED FINANCIAL PERFORMANCE RATIOS AS MAY BE REQUIRED.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (e) Lender in good faitx xxxxx xxxelf insecure, even though no Event of Default shall have occurred. ADDITIONAL PROVISION. THE BORROWER AGREES TO MOVE OR MAINTAIN THEIR GENERAL OPERATING CHECKING ACCOUNT WITH THE BANK DURING THE LIFE OF THE LOAN. ADDITIONAL FINANCIAL STATEMENTS. 10Q AND 10K STATEMENTS DUE WITHIN 5 DAYS OF EACH FILING. BORROWING BASE AND ELIGIBLE ACCOUNTSFORMULA. BORROWING BASEFunds shall be advanced under the Line according to a borrowing base formula, as determined by Lender on a monthly basis, defined as follows: 75(a) the lessor of (i) $6,000,000.00 or (ii) the sum of eighty percent (80%) of eligible domestic, Canadian and pre-approved accounts receivable and one hundred percent (100%) of accounts receivable supported by letters of credit (in form and substance acceptable to Lender), minus (b) the face amount of outstanding letters of credit (including drawn but unreimbursed letters of credit, minus (c) the Credit Card Sublimit. Eligible accounts receivable shall include, but not be limited to, those accounts outstanding less than 90 days from the date of invoice, excluding government, non-approved foreign, contra, and intercompany accounts; and exclude accounts wherein 50% OF ELIGIBLE ACCOUNTSor more of the account is outstanding more than 90 days from the date of invoice. ELIGIBLE ACCOUNTS: ACCOUNTS LESS THAN 90 DAYS PAST DUE; ACCOUNTS THAT MAKE UP LESS THAN Except for Northern Telecom, which shall be allowed a concentration of up to 40% of total accounts, any account which alone exceeds 25% OF TOTAL ACCOUNTS; FOREIGN ACCOUNTS SPECIFICALLY APPROVED BY BANKof total accounts will be ineligible to the extend said account exceeds 25% of total accounts. Also exclude any credit balances which are aged past 90 days. Also ineligible are any accounts which Lender in its sole judgment excludes for valid credit reasons.