Common use of Conditions Precedent to Initial Credit Extension Clause in Contracts

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of Bank to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent Bank, the following: (a) this Agreement; (b) an officer's certificate of Borrower with respect to incumbency and each Lenderresolutions authorizing the execution and delivery of this Agreement; (c) an amendment to the intellectual property security agreement previously executed and delivered by Borrower in connection with the Prior Agreement; (d) payment of the fees and Bank Expenses then due specified in Section 2.5; (e) an audit of the Collateral, the results of which shall be satisfactory to Bank; (f) current financial statements in accordance with Section 6.2; (g) Warrant to purchase the number of shares of Borrower's common stock, par value $0.001 per share, at a per share exercise price equal to the closing price of such common stock on the date of consummation of the Merger such that the product of such number of shares multiplied by such exercise price equals $25,000, with a 7-year maturity, inclusive of certain provisions to include but not be limited to assignability to Bank's affiliates, antidilution protection and a net exercise provision, and Bank shall have piggyback and S-3 registration rights; (h) a Reaffirmation of Intercreditor and Subordination Agreement executed by The First American Corporation; (i) a Reaffirmation of Limited Guaranty executed by Pequot confirming the Pequot Guaranty, or the execution and delivery by Pequot of a new Limited Guaranty, in either case confirming that Pequot guarantees $1,500,000 of the Obligations and extending the maturity of the Pequot Guaranty to at least the Revolving Maturity Date; (j) a Joint and Several Borrower Rider; (k) pledge agreement or confirmation of pledge agreement with respect to the pledge of the TCD to Bank; and (l) such other documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each LenderLenders, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableoriginal signatures to the Loan Documents to which Borrower is a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6[reserved]; (c) duly executed original Secured Promissory Notes in favor of each Lender according with a face amount equal to its such Lender’s Term Loan Commitment PercentageCommitment; (d) the Operating Documents of Borrower and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, good standing certificates dated as of a date no earlier than thirty (30) days prior to the Effective DateDate to the effect that Borrower is qualified to transact business in all states in which the nature of Borrower’s business so requires; (f) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (g) certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (h) the Perfection Certificate executed by Borrower; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locationslocation in Irvine, California; (j) a bailee waiver legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00)original signatures thereto; (k) a duly executed legal opinion copies of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Dateany existing registration rights agreement/investors’ rights agreement or similar agreements and any amendments thereto; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due accrued as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6Debentures; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentagethe SVB Control Agreement; (d) the Warrant, together with a capitalization table of Ltd; (e) the IP Agreement, completed exhibits thereto and copies of intellectual property search results in connection therewith; (f) a certificate of the Secretary of Ltd with respect to articles, incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (g) Inc’s Operating Documents and a long form good standing certificates certificate of Borrower and its Subsidiaries Inc certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (eh) a Secretary’s Corporate Borrowing Certificate together with the completed Perfection Certificate and executed Borrowing Resolutions for Borrower and each of its SubsidiariesBorrower; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (hi) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement and other lien searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements or other filings either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ij) a landlord’s consent executed in favor of Collateral Agent in respect of all the Perfection Certificates of Borrower’s leased locations; (j) a bailee waiver , together with the duly executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00)original signatures thereto; (k) a duly executed legal opinion of Ltd’s counsel (authority/enforceability), in form and substance acceptable to ▇▇▇▇▇▇▇▇ dated as of the Effective DateBank; (l) evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies required by Section 6.5 hereof 6.4 of this Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or and additional insured clauses or and cancellation notice to Bank (including certificates on ▇▇▇▇▇ 25 and ▇▇▇▇▇ 28 forms and endorsements to the policies reflecting the same); (m) evidence satisfactory to Bank that all filings required to have been made pursuant to the Debentures and the other Loan Documents have been made to secure a first-ranking Lien in favor of Collateral Agentthe Bank on the Charged Property, for and all other actions required to have been taken by Borrower or any other party prior to the ratable benefit initial Credit Extension shall have been taken and all consents and other authorizations shall have been obtained prior to the initial Credit Extension, all in accordance with the terms of the Lenders; andDebentures and the other Loan Documents; (mn) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 hereof.2.8 of this Agreement; and (o) Certificates of Good Standing/Foreign Qualification (California and New York) for Inc.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each Borrowers shall have delivered duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableoriginal signatures to the Loan Documents to which it is a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Each Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the shall have delivered its, Operating Documents and a good standing certificates certificate of each Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrowersuch entity’s and such Subsidiaries’ jurisdiction state of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) a Each Borrower shall have delivered duly executed original signatures to the completed Perfection Certificate for Borrower and each of its SubsidiariesBorrowing Resolutions; (fd) Each Borrower shall have delivered a Subordination Agreement duly executed by any creditor of such Borrower in favor of Bank, except with regard to the Annual ProjectionsHealthmarkets Debt, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledgeBorrower shall use its best efforts to deliver a duly executed Subordination Agreement; (ge) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) Bank shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (if) Borrowers shall have delivered a landlord’s consent Perfection Certificate executed in favor of Collateral Agent in respect of all of by each Borrower’s leased locations; (jg) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that Borrower shall have delivered the insurance policies and/or endorsements required by pursuant to Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lendershereof; and (mh) payment of Borrowers shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension pursuant hereto is subject to the condition precedent that Collateral Agent and each Lender Borrowers shall consent to or shall have receiveddelivered, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableoriginal signatures to the Loan Documents to which any Borrower is a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and a good standing certificates certificate of each Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) States of Borrower’s and such Subsidiaries’ jurisdiction there states of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each incorporation as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (gc) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party signatures to the Loan Documents, in a form acceptable to Collateral Agent and the Lenderscompleted Borrowing Resolutions for each Borrower; (hd) (i) a duly executed subordination agreement (the “PFG Subordination Agreement”) whereby PFG subordinates the indebtedness owed it by Borrowers, and the Liens securing the same, in favor of Bank, in form and substance satisfactory to Bank, and (ii) duly executed subordination agreements (the “Seller Subordination Agreements”) whereby the selling Geologic stockholders (the “Selling Geologic Stockholders”) in the Geologic Solutions Acquisition subordinate the indebtedness owed them by Borrowers, and any Liens securing the same, in favor of Bank, in form and substance satisfactory to Bank; (e) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (if) Perfection Certificate executed by each Borrower; (g) a landlord’s consent executed by each of the landlords of each of the Borrowers in favor of Bank; (h) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (i) the completion of Bank’s inspection of the Collateral Agent in respect of all of and each Borrower’s leased locationsBooks; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00)the insurance policies and/or endorsements required pursuant to Section 6.7 hereof; (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof; and (l) the closing of the Geologic Solutions Acquisition shall have occurred on or before February 15, 2008.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender Borrowers shall consent to or shall have receiveddelivered, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableoriginal signatures to the Loan Documents to which it is a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6IP Security Agreements from Borrowers and Guarantor; (c) duly executed original Secured Promissory Notes in favor of each Lender according signatures to its Term Loan Commitment Percentagethe Control Agreements; (d) the for each Borrower and Guarantor their Operating Documents and certified good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and from each jurisdiction in which a Borrower and each Subsidiary is qualified to conduct business, each or Guarantor transacts business as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a duly executed original signatures to the completed Perfection Certificate Borrowing Resolutions for each Borrower and each of its SubsidiariesGuarantor; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be be, terminated or released; (g) the Perfection Certificates executed by each Borrower and Guarantor; (h) duly executed bailee agreements in favor of Bank; (i) a landlord’s consent legal opinion of Borrowers’ Cayman Island counsel dated on or before the date of the initial Credit Extension together with the duly executed in favor of Collateral Agent in respect of all of Borrower’s leased locationsoriginal signatures thereto; (j) a bailee waiver the duly executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00)original signatures to the Guaranty; (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for Bank; (l) the ratable benefit completion of the LendersInitial Audit with results satisfactory to Bank in its sole and absolute discretion; (m) [Reserved]; (n) certified copies of each Borrowers’ register of mortgages and charges; (o) a share charge agreement in form and substance satisfactory to Bank, executed by SPIL and charging to Bank a security interest in 100% of the issued shares in the capital of SPIL China; (p) a share charge agreement in form and substance satisfactory to Bank, executed by Parent and charging to Bank a security interest in 100% of the issued shares in the capital of SPIL; (q) executed Officer’s Certificates from each Borrower and Guarantor in the form attached hereto as Exhibit D; and (mr) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender Borrowers shall consent to or shall have receiveddelivered, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableoriginal signatures to the Loan Documents to which it is a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Parent’s Warrant; (c) duly executed original Secured Promissory Notes in favor of each Lender according signatures to its Term Loan Commitment Percentagethe Control Agreements; (d) the for each Borrower and Guarantor their Operating Documents and certified good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and from each jurisdiction in which a Borrower and each Subsidiary is qualified to conduct business, each or Guarantor transacts business as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a duly executed original signatures to the completed Perfection Certificate Borrowing Resolutions for each Borrower and each of its SubsidiariesGuarantor; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be be, terminated or released; (g) the Perfection Certificates executed by each Borrower and Guarantor; (h) duly executed bailee agreements in favor of Bank; (i) a landlord’s consent legal opinion of Borrowers’ Cayman Island counsel dated on or before the date of the initial Credit Extension together with the duly executed in favor of Collateral Agent in respect of all of Borrower’s leased locationsoriginal signatures thereto; (j) a bailee waiver the duly executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00)original signatures to the Guaranty; (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders Bank that (i) the insurance policies required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for Bank and (ii) Credit Insurance Policies are in effect; (l) the ratable benefit completion of the LendersInitial Audit with results satisfactory to Bank in its sole and absolute discretion; (m) any Credit Insurance Policies required to be in effect; (n) certified copies of each Borrower’s register of mortgages and charges; (o) a share charge agreement in form and substance satisfactory to Bank, executed by SPIL and charging to Bank a security interest in 100% of the issued shares in the capital of SPIL China; (p) a share charge agreement in form and substance satisfactory to Bank, executed by Parent and charging to Bank a security interest in 100% of the issued shares in the capital of SPIL; (q) executed Officer’s Certificates from each Borrower and Guarantor in the form attached hereto as Exhibit E; and (mr) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locationslocations where Borrower maintains either its headquarters or Collateral having a value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ Borrower or any Subsidiary maintains Collateral having a book value in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) certificate(s) for Shares of Securities Corporation, together with separate assignment(s); (n) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (o) a payoff letter from Comerica Bank in respect of the Existing Indebtedness; (p) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; and (mq) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of Bank to make a Term Loan the initial Credit Extension under this Agreement is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent Bank, each of the following: (a) this Agreement, duly executed and delivered by Borrower; (b) the Guaranty Agreement, the Security Agreement and the Pledge Agreement, each duly executed and delivered by each of Borrower and its Subsidiaries; (c) the English Charge Over Shares, duly executed and delivered by Borrower; and the English Deed of Guarantee and Indemnity and the English Debenture, each duly executed and delivered by the UK Subsidiary; (d) evidence satisfactory to Bank that Borrower and its Restricted Subsidiaries have taken all such steps as shall be required by Bank to implement the lock box arrangements described in Section 4.3, and that Borrower and its Restricted Subsidiaries have, except as otherwise expressly permitted by Bank, duly and properly complied with the provisions set forth in Section 4.3. (e) with respect to each Restricted Deposit Account, a Deposit Account Control Agreement, each in form and substance reasonably satisfactory to Bank, duly executed and delivered by the Person or Persons with which such Restricted Deposit Account is held and maintained; (f) an officer's certificate of Borrower with respect to its Governing Documents and with respect to incumbency and resolutions authorizing the execution, delivery and performance by Borrower of this Agreement and each Lenderof the other Loan Documents to which the Borrower is or is to become a party, all as contemplated hereby; (g) an officer's certificate of each Subsidiary of Borrower with respect to its Governing Documents and with respect to incumbency and resolutions authorizing the execution, delivery and performance by such documentsSubsidiary of each of the Loan Documents to which such Subsidiary is or is to become a party, all as contemplated hereby; (h) financing statements (Form UCC-1) from each of Borrower and its Subsidiaries; (i) each of the Treasury Management Service Agreement, the Agreement to Provide Insurance, and the Automatic Debit Authorization, each duly executed and delivered by Borrower and the Restricted Subsidiaries; (j) payment of the fees and Bank Expenses then due specified in Section 2.7; (k) current SOS Reports indicating that, except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (l) an audit of the Collateral, the results of which shall be satisfactory to Bank; (m) current financial statements of Borrower and its Subsidiaries, including audited statements for Borrower's most recently ended fiscal year, together with an unqualified opinion, in accordance with Section 6.2; (n) the Common Stock Purchase Warrant, duly executed and delivered by Borrower; (o) the Equipment Lien Subordination Agreement, duly executed and delivered by Borrower and each of the Person or Persons holding all or any part of the GECC Debt; (p) the legal opinion, dated the Closing Date and addressed to Bank, from special counsel to Borrower, in or substantially in the form of Exhibit T, and otherwise in form and substance satisfactory to Bank; (q) the Closing Date Certificate, in or substantially in the form of Exhibit S, duly executed and delivered by Borrower; and (r) such other agreements, instruments and documents or certificates (including, without limitation, certificates of legal existence and good standing), and completion of such other matters, as Collateral Agent and each Lender Bank in its discretion may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension on or after the Effective Date is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableoriginal signatures to this Agreement; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) a completed Perfection Certificate for secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and each resolutions authorizing the execution and delivery of its Subsidiariesthis Agreement and the other Loan Documents to which it is a party; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (gd) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party signatures to the Loan Documents, in a form acceptable to Collateral Agent and the Lenderscompleted Borrowing Resolutions for Borrower; (he) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been orLiens; (f) the Perfection Certificates of Borrower, together with the duly executed original signatures thereto; (g) solely as a condition to the Term Loan Advance, duly executed signatures to the Intrinsyc Purchase Agreement and any other documents required by Bank in connection with therewith; (h) solely as a condition to the initial Credit ExtensionTerm Loan Advance, will be terminated or releasedcopies of the documents outlining the terms and conditions of the “Loan” outlined in Section 4.11 of the Intrinsyc Purchase Agreement in form and substance satisfactory to Bank; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies and endorsements required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (mj) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of each Lender to make a Term Loan its initial Credit Extension hereunder is subject to satisfaction (or waiver) of the condition precedent following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or pdf electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement; (ii) executed counterparts of each Guaranty; (iii) a Note executed by the relevant Borrower in favor of each Lender requesting a Note, if any; (iv) the Security Agreements, duly executed by each of the relevant Loan Parties, together with, if applicable: (A) certificates representing the Pledged Equity referred to therein, accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the Pledged Debt, if any, indorsed in blank, and (B) copies of all searches with respect to the Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence reasonably satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.01 or have been or contemporaneously will be released or terminated or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent, and all proper financing statements, duly prepared for filing under the Uniform Commercial Code or other applicable Law in all jurisdictions necessary in order to perfect and protect the Liens created under the Security Agreements, covering the Collateral of the relevant Borrower described in the relevant Security Agreement; (v) the Intellectual Property Security Agreement, duly executed by each of the relevant Borrowers, together with evidence that all action, to the extent reasonably feasible, that is reasonably necessary in order to perfect and protect the Liens on Material Intellectual Property created under the Intellectual Property Security Agreement has been taken; (vi) deeds of trust, trust deeds and mortgages in a form reasonably satisfactory to the Administrative Agent (with such changes as may be reasonably satisfactory to the Administrative Agent to account for local law matters) and covering the properties identified to be mortgaged on Schedule 5.07(c) (together with the Assignments of Leases and Rents referred to therein and each Lender shall consent other mortgage delivered pursuant to Section 6.12, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may reasonably deem necessary in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid, (B) fully paid International Loan Policy of Title Insurance with such extended coverage as is available pursuant to the underwriting requirements of the Title Company (to be substantially similar to that provided under an ALTA Extended form policy) (the “Mortgage Policies”) in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by Chicago Title Insurance Company (“CTIC”), insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens), (C) any surveys or maps, for which all necessary fees (where applicable) shall have receivedbeen paid, as may be required for CTIC to provide the Administrative Agent with extended coverage on the Administrative Agent’s loan title policies, (D) engineering, soils and other reports as to the properties described in the Mortgages, in form and substance and from professional firms reasonably acceptable to the Administrative Agent, (E) access agreements, in form and substance reasonably satisfactory to the Administrative Agent, executed by each of the lessors of the leased real properties listed on Schedule 4.01(a)(vi)(E), giving notice to each lessor of the Administrative Agent’s security interest in any Collateral Agent and each Lender, such documents, and completion of such other matterslocated in the leased real properties listed on Schedule 4.01(a)(vi)(E), as well as confirming the right of the Administrative Agent or such party as may be directed by the Administrative Agent to enter such leased real property and remove any Collateral located therein or thereon, (F) evidence of the insurance required by the terms of the Mortgages, and (vii) evidence that all other action that the Administrative Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation:in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken; (aviii) original evidence that all insurance (including without limitation title insurance) required to be maintained pursuant to the Loan Documents, Documents has been obtained and is in effect and that the Administrative Agent has been named as loss payee under each duly executed by property insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; (ix) a Request for Credit Extension relating to the initial Credit Extensions in accordance with the requirements hereof; (x) an opinion of each of (A) ▇▇▇▇▇▇▇▇ and each Subsidiary& ▇▇▇▇▇ LLP, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower special counsel to the extent required under Section 6.6; Loan Parties, (cB) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct businessLoyens Loeff N.V., each as of a date no earlier than thirty (30) days prior Dutch counsel to the Effective Date; Loan Parties, (eC) a completed Perfection Certificate for Borrower and each of its Subsidiaries; ▇▇▇▇▇, ▇▇▇▇▇▇-▇▇▇▇▇▇▇ y ▇▇▇▇▇▇▇▇▇▇, S.C., special Mexico counsel to the Loan Parties, (fD) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party Neto Advogados, Brazilian counsel to the Loan Parties, (E) ▇▇▇, ▇▇▇ & ▇▇▇, special Korea counsel to the Loan Parties, (F) O’Melveny & ▇▇▇▇▇, Tokyo Office, special Japan counsel to the Loan Parties and (G) Azim, Tunku Farik & ▇▇▇▇, special Malaysia counsel to the Loan Parties, each addressed to each Agent and each Lender and each in form and substance reasonably satisfactory to the Administrative Agent; (xi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (xii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer of such Loan Party authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and (xiii) certified copies of each of (A) the Senior Subordinated Notes Documents, (B) the Senior Notes Documents and (C) the Equity Contribution Agreement, each in a form acceptable and substance reasonably satisfactory to Collateral the Administrative Agent and each duly executed by the Lenders;parties thereto, which shall be in full force and effective in accordance with their respective terms as of the Closing Date. (b) There shall not have occurred any event, occurrence or development which, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Acquired Business, in each case since December 31, 2004, except for any such effect (a) to the extent relating to any Excluded Asset or Excluded Liability (each as defined in the Purchase Agreement) and for which the Borrowers, their Subsidiaries, and the Purchased Subsidiaries will have no liability following the Closing in accordance with the terms of the Purchase Agreement, or (b) resulting from or arising in connection with (i) the announcement of the Purchase Agreement or consummation of the transactions specifically contemplated by the Purchase Agreement, (ii) changes or effects affecting generally the industries in which the Acquired Business operates, (iii) changes in Applicable Laws (as defined in the Purchase Agreement) or accounting standards, principles or interpretations of general application, (iv) changes in economic, regulatory or political conditions generally or (v) changes attributable to actions or omissions of the Borrowers or any of their affiliates, other than any action or omission specifically contemplated by the Purchase Agreement; provided that the changes or effects described in clauses (ii) through (iv) shall be disregarded only to the extent that the effect or change is not disproportionately adverse to the Acquired Business compared to other persons operating in the industries in which the Acquired Business operates, taking into account the market position and geographic scope of the Acquired Business. (c) (i) The representations and warranties contained in Article 5, in each case solely as they relate to the BV Borrower and the US Borrower, shall be true and correct in all material respects on and as of the Closing Date and (ii) the Closing Date Representations and Warranties shall be true and correct in all material respects. (d) The Arrangers shall be reasonably satisfied with (x) the Purchase Agreement (including all schedules and exhibits thereto) and (y) all other agreements, instruments and documents relating to the Transactions; and the Purchase Agreement and such other agreements, instruments and documents relating to the Transactions shall not be altered, amended or otherwise changed or supplemented, in each case in any material respect, or any material condition therein waived without the prior written consent of the Arrangers (it being agreed that the final Purchase Agreement dated January 8, 2006 and delivered to the Arrangers on January 8, 2006 is satisfactory to the Arrangers). The Acquisition shall have been consummated in accordance with the terms of the Purchase Agreement. (e) No Default shall exist, or would result from such proposed initial Credit Extension or from the application of the proceeds therefrom. (f) Prior to or substantially contemporaneously with the initial Credit Extensions, the Borrowers shall have received at least $900,000,000 in gross cash proceeds from (i) the issuance and sale of the Senior Subordinated Notes and the Senior Notes, (ii) the issuance of additional common equity securities, (iii) the issuance of additional preferred equity securities having terms reasonably satisfactory to the Administrative Agent, or (iv) any combination of the foregoing. (g) Prior to or substantially contemporaneously with the initial Credit Extensions, the Equity Contributions shall have been funded in full. (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Any applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ maintains Collateral having Antitrust Improvements Act of 1976, as amended, relating to the Acquisition shall have expired or been terminated; (ii) all approvals pursuant to Competition Laws (as defined in the Purchase Agreement) listed on Section 10.01(b) of the disclosure schedule to the Purchase Agreement (the “Disclosure Schedule”) shall have been obtained; (iii) all approvals of Governmental Authorities (as defined in the Purchase Agreement) listed on Section 10.01(c) of the Disclosure Schedule shall have been obtained; and (iv) no provision of any Applicable Law (as defined in the Purchase Agreement) shall prohibit the consummation of the Acquisition or subject the Borrowers to any penalty or other condition that would reasonably be expected to have a book value in excess of One Hundred Thousand Dollars ($100,000.00);Material Adverse Effect. (ki) a duly executed legal opinion of counsel All fees and expenses required to ▇▇▇▇▇▇▇▇ dated as of be paid on or before the Effective DateClosing Date and invoiced (with reasonably supporting documentation) and delivered to the Borrowers before the Closing Date shall have been paid in full in cash. (lj) evidence satisfactory The Administrative Agent shall have received all documentation and other information with respect to Collateral Agent and the Lenders that the insurance policies each Loan Party required by Section 6.5 hereof are in full force regulatory authorities under applicable “know your customer” and effectanti-money laundering rules and regulations, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agentincluding without limitation, for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofPatriot Act.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Control Agreement(s); (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and long-form good standing certificates of each Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation Delaware and each jurisdiction in which each Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Parent with respect to Parent’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) a completed Perfection Certificate for Borrower limited liability company borrowing certificate of Delaware Subsidiary with respect to Delaware Subsidiary’s Operating Documents, incumbency, specimen signatures and each resolutions authorizing the execution and delivery of its Subsidiariesthis Agreement and the other Loan Documents to which it is a party; (f) duly executed original signatures to the Annual Projections, completed Borrowing Resolutions for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledgeeach Borrower; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party signatures to the Loan DocumentsIP Agreement, in a form acceptable completed exhibits thereto and copies of intellectual property search results with respect to Collateral Agent and the Lenderseach Borrower; (h) the Subordination Agreement by PFG in favor of Bank, together with the duly executed signatures thereto and copies of the underlying documents evidencing Borrower’s Indebtedness with such Person; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect the Perfection Certificate of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00)Borrower, together with the duly executed original signature thereto; (k) a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Dateoriginal signatures thereto; (l) evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies and endorsements required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for Bank; (m) the ratable benefit completion of the LendersInitial Audit; and (mn) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender Borrower shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each LenderLenders, such documents, and completion of such other matters, as Collateral Agent and each Lender Lenders may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableoriginal signatures to the Loan Documents to which Borrower is a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Warrant; (c) duly executed original signatures to the Control Agreements relating to Borrower’s accounts at SVB; (d) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage in amounts not to exceed the Term Loan Commitment PercentageLoans; (de) the Operating Documents and a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) duly executed original signatures to the Annual Projections, completed Borrowing Resolutions for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledgeBorrower; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ih) a landlord’s consent executed in favor of Collateral Agent in with respect of all of to Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where property located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, executed in favor of Collateral Agent, for the ratable benefit of the Lenders; (i) a legal opinion of Borrower’s counsel dated as of the Effective DateDate together with the duly executed original signatures thereto; (lj) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (mk) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s The Lenders’ obligation to make a Term Loan the initial Advance on the Effective Date is subject to the condition precedent that Collateral Agent and each Lender shall consent to or the Lenders shall have received, in form and substance reasonably satisfactory to Collateral Agent and each Lenderthe Lenders, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitationthe following: (a) original Loan Documentsdelivery of this Agreement, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicablethe parties hereto; (b) duly executed original Control Agreements delivery of (1) the Mitsui Intercreditor Agreement on the terms set forth in Exhibit F hereto and (2) the Mitsui Loan Agreement, and evidence of the funding thereunder, which shall have been consummated or shall be consummated simultaneously or substantially concurrently with respect to any Collateral Accounts maintained by Borrower to the extent required closing under Section 6.6this Agreement on the terms set forth in Exhibit G hereto; (c) duly delivery of the other Loan Documents that are required to be executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentageon the Effective Date; (d) delivery of the Operating Equity Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified that are required to conduct business, each as of a date no earlier than thirty (30) days prior to be executed on the Effective Date; (e) the Collateral Agent shall have received a completed Perfection Certificate for certificate of a Responsible Officer or applicable manager of each Co-Borrower, dated the Effective Date, certifying as to the Operating Documents of such Co-Borrower (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of such Co-Borrower’s board of directors, members, or managers, as applicable, approving the Loan Documents and the transactions contemplated thereby, the good standing, existence or its equivalent of such Co-Borrower and each of its Subsidiariesthe incumbency (including specimen signatures) of the Responsible Officers of such Co-Borrower; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit ExtensionAdvance, will be terminated or released; (g) (1) the Lenders shall have received a Solvency Certificate signed by a Responsible Officer of Parent that, after giving effect to the initial Advances under the Loan Documents and the other Transactions, Parent, together with its Subsidiaries on a consolidated basis, is Solvent and (2) Seahawk shall have received a certificate of a Responsible Officer of Parent, dated the Effective Date, certifying that (i) a landlordto the best of management’s consent knowledge, the consolidated income statement covering the period from January 2019 to September 2019 delivered to the Lender fairly presents in all material respects Parent and its Subsidiaries’ consolidated operating results as of the date and for the period presented therein and (ii) there has not been any material deterioration in Parent and its Subsidiaries’ consolidated financial condition since the last day of the period presented in such attached financial statements delivered to Seahawk; (h) the Perfection Certificate of Co-Borrowers, together with the duly executed in favor of signature thereto (i) the Collateral Agent in respect shall have received copies of all the Co-Borrowers certificates of Borrower’s leased locationsinsurance evidencing the insurance required by this Agreement; (j) a bailee waiver executed (1) payment of the fees and Lender Expenses and Agent Expenses then due as specified in favor Section 2.4 hereof; (2) payment of Collateral Agent in respect $7,100,000 to the Industrial JV on the Effective Date, (3) payment of each third party bailee where $197,295 to ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ maintains Collateral having a book value LLP for unreimbursed fees and expenses in excess connection with the Existing Loan and Security Agreement and (4) repayment on the Effective Date of One Hundred Thousand Dollars the principal amount of all outstanding “Term Loans” as defined in and outstanding under the SVB Loan Agreement ($100,000.00together with all accrued and unpaid interest and fees thereon); (k) receipt of evidence satisfactory to the Collateral Agent and Seahawk that Indebtedness incurred under the Existing Loan and Security Agreement to the lenders party thereto (other than Seahawk) has either been converted to Equity Interests in the Parent or paid off in full, terminated, discharged and of no further force and effect; (l) the Co-Borrowers, in their capacity as members of the Industrial JV (as applicable), shall have delivered to Seahawk or its designated Affiliates an unconditional consent by the Co-Borrowers (as defined in the Loan Agreement), in their capacity as members of the Industrial JV (as defined in the Loan Agreement), to, ratify and approve the following: (1) Thales Alenia Space US Investment LLC (in its capacity as member of the Industrial JV) (together with any of its affiliates, “TAS USI”) shall have the sole power, authority and discretion to review and approve all agreements, documents, instruments, and certificates necessary and incidental (the “Skylark Transaction Documents”) for the Industrial JV to formalize a duly executed business arrangement between the Industrial JV and Thales Alenia Space France (or any of its affiliates), Northstar Earth & Space Inc. (or any of its affiliates) and other parties legally obligated to, or to which there exist legal obligations on behalf of, Seahawk and the Co-Borrowers directly in connection with the arrangement known as “Project Skylark”, which, for the avoidance of doubt, the Co-Borrowers acknowledge and agree they are aware of and familiar with, (2) once the Skylark Transaction Documents are approved by TAS USI in its sole discretion, (i) the Industrial JV may enter into one agreement to sell four or more Satellites (as defined in the Second Amended and Restated Limited Liability Company Agreement of LeoStella LLC) to Northstar and (ii) the Industrial JV will immediately provide to TAS USI and to Parent (in their capacities as members of the Industrial JV) copies of any agreement signed between Northstar and the Industrial JV for the sale of Satellites to Northstar (“Northstar Agreement”), and (3) the Northstar Agreement may not be amended without the prior written consent of the Parent; (m) Lenders shall have received the opinion of counsel to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ dated as & ▇▇▇▇▇▇, counsel to the Co-Borrowers, regarding, amongst other things, their corporate status, the due authorization, execution, delivery and enforceability of the Effective DateLoan Documents, no conflicts with laws and material agreements, perfection and registration of the security interests and investment company status; (ln) evidence satisfactory the conditions precedent set forth in Section 3.2 with respect to Collateral Agent and the Lenders that initial Advance have been satisfied to the insurance policies extent required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenderstherein; and (mo) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofCollateral Agent shall have received the Amendment Agreement, together with the duly executed signatures thereto.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of Bank to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitationthe following: (a) original this Agreement; (b) the Parent Security Agreement; (c) the Meal Metrics Security Agreement; (d) the WSI Security Agreement; (e) the WSC Security Agreement; (f) the WHSC Security Agreement; (g) the Accu-Med Security Agreement; (h) share certificates pledged pursuant to the Security Agreements, together with stock transfer/power of attorney forms duly executed in blank; (i) the WSC IP Security Agreement; (j) the WHSC IP Security Agreement; (k) the Accu-Med IP Security Agreement; (l) an officer’s certificate of each Borrower with respect to, among other things, incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (m) a certificate of insurance with respect to Borrowers’ insurance coverage and an agreement to furnish insurance from each Borrower; (n) current search reports indicating that except for Permitted Liens, each duly executed by ▇▇there are no other security interests or Liens of record in the Collateral; (o) acknowledgement and confirmation from various prior secured creditors under the PPSA; (p) evidence of discharge of registration in favour of ▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇& ▇▇▇▇▇ PLLC against WSI under the Ontario PPSA and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; UCC (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00DC); (kq) a duly executed legal opinion evidence of counsel to ▇▇▇▇▇▇▇▇ dated as discharge of registration in favour RBC against MMI under the Effective DateManitoba PPSA; (lr) evidence satisfactory of discharge of registration in favour of Wescom Inc. against MMI under the Ontario PPSA and Manitoba PPSA; (s) such UCC, PPSA and other filings as Bank determines are necessary to Collateral Agent and the Lenders that the insurance policies required perfect all security interests granted to Bank by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.Borrowers;

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation Lenders’ agreement to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender Borrower shall consent to or shall have receiveddelivered, in form and substance satisfactory to Collateral Agent and each LenderAdministrative Agent, such documents, and completion of such other matters, as Collateral Administrative Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableoriginal signatures to the Loan Documents to which it is a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Warrants; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s the State of Delaware and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each California as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) a completed Perfection Certificate for Borrower an additional Pledged CD in favor of SVB whose Value shall not be less than One Hundred Fifty Thousand Dollars ($150,000) and each an additional Pledged CD in favor of its Subsidiariesthe Gold Hill Lenders whose Value shall not be less than One Hundred Fifty Thousand Dollars ($150,000); (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent Lenders shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ig) a landlord’s consent executed in favor copy of Collateral Agent in respect of all of Borrower’s leased locationsits Registration Rights Agreement/Investors’ Rights Agreement and any amendments thereto; (jh) a bailee waiver duly executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars original signature to the VC/OC ($100,000.00)Management) Letter Agreement; (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (li) evidence satisfactory to Collateral Administrative Agent and the Lenders that the insurance policies required by Section 6.5 6.4 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for in favor of Administrative Agent and Lenders; (j) results satisfactory to the ratable benefit Lenders from tests regarding the transfer of cash from Lenders’ accounts on Borrower’s platform to the LendersOperating Account; and (mk) payment of the fees and Lenders’ Administrative Agent and Lender Expenses then due as specified in Section 2.5 2.7 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s 's obligation to make a Term Loan the initial Credit Extension hereunder is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lenderthe Lenders, such documents, and completion of such other matters, as Collateral Agent and each Lender the Lenders may reasonably deem necessary or appropriate, including, without limitation: (a) original duly executed signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect signatures to any Collateral Accounts maintained a Warrant to Purchase Common Stock issued by Borrower to the extent required under Section 6.6in favor of SVB, as Lender, together with a capitalization table; (c) duly executed original Secured Promissory Notes signatures to a Warrant to Purchase Common Stock issued by Borrower in favor of each Lender according to its Term Loan Commitment PercentageWestRiver, as Lender, together with a capitalization table; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s 's and such Subsidiaries’ ' jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each dated as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a duly executed signatures to the completed Perfection Certificate Borrowing Resolutions for Borrower and each of its SubsidiariesBorrower; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement Lien searches (including without limitation, UCC searches), as Collateral Agent shall may request, accompanied by written evidence (including any UCC termination statementsstatements and other Lien releases) that the Liens indicated in any such financing statements or other filings either constitute Permitted Liens or have been or, in connection with the initial Credit ExtensionExtension hereunder, will be terminated or released; (ig) a landlord’s consent executed in favor of Collateral Agent in respect of all the Perfection Certificate of Borrower’s leased locations, together with the duly executed signatures thereto; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (lh) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effecteffect with respect to Borrower, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for ; (i) a copy of Borrower's Investors' Rights Agreement and any amendments thereto; (j) Intellectual Property search results and completed exhibits to the ratable benefit of IP Agreement; (k) duly executed original signatures to the LendersIP Agreement; (l) a duly executed Second Amendment to the Senior Loan Agreement; and (m) payment of the fees and Lenders’ ' Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender Borrower shall consent to or shall have receiveddelivered, in form and substance satisfactory to Collateral Agent and each LenderLenders, such documents, and completion of such other matters, as Collateral Agent and each Lender Lenders may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableoriginal signatures to the Loan Documents to which Borrower is a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Control Agreement[s]; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage in amounts not to exceed the Term Loan Commitment PercentageLoans; (d) the Operating Documents and a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a duly executed original signatures to the completed Perfection Certificate Borrowing Resolutions for Borrower and each of its SubsidiariesBorrower; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (lg) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (h) a list of Borrower’s major equipment Collateral by make, model, serial number, purchase price, purchase date and location, provided, however, Borrower agrees that this list is not intended in any way to limit Lender’s security interest only to items of equipment Collateral so listed; (i) Payoff Letter from Horizon Technology Funding Company LLC; and (mj) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual ProjectionsBudget, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); provided that no bailee waiver shall be required from any customer so long as the book value of Collateral at that location in the aggregate is less than Two Hundred Fifty Thousand Dollars ($250,000); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a payoff letter from Comerica Bank in respect of the Existing Indebtedness; (n) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; and (mo) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderUnless otherwise agreed to by Bank, Bank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicablesignatures to the Loan Documents (with original signatures to be delivered within two (2) Business Days after the Effective Date); (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each dated as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) a completed Perfection Certificate for secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and each resolutions authorizing the execution and delivery of its Subsidiariesthis Agreement and the other Loan Documents to which it is a party; (fd) duly executed signatures to the Annual Projections, completed Borrowing Resolutions for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledgeBorrower; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (he) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall Bank may request, and, if requested by Bank, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (if) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Bank for ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00), Pearland, Texas 77047, by the landlord thereof, together with the duly executed original signatures thereto; (kh) a duly executed legal opinion of Borrower’s counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective DateDate together with the duly executed original signature thereto; (li) evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies and endorsements required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (mj) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan the Initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender Lenders shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each LenderLenders, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableoriginal signatures to the Loan Documents to which Borrower is a party; (b) duly executed original signatures from Borrower to the Control Agreements with respect to any Collateral Accounts the accounts maintained by Borrower to the extent required under Section 6.6at JPMorganChase Bank, N.A.; (c) duly fully executed original Secured Promissory Notes in favor of each Lender according Control Agreement with respect to its Term Loan Commitment Percentagethe Borrower’s accounts maintained at Bank; (d) the Operating Documents of Borrower and good standing certificates Certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation Delaware and each jurisdiction state in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection the Representation Certificate for Borrower and each of its SubsidiariesBorrower; (f) the Annual Projections, duly executed original signatures to an officer’s certificate for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledgeBorrower; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ih) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locationslocation at ▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Indianapolis, IN 46202; (ji) a bailee waiver landlord’s consent executed by ▇▇▇▇▇ Amalgamated in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Borrower’s locations managed by such landlord; (j) a landlord’s consent executed by the landlord of the property occupied by NFrame in favor of Collateral having a book value Agent in excess respect of One Hundred Thousand Dollars ($100,000.00)Borrower’s disaster recovery site; (k) a duly consent executed by NFrame in favor of Collateral Agent in respect of Borrower’s disaster recovery site; (l) the Warrant; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) a legal opinion of Borrower’s counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective DateDate together with the duly executed original signatures thereto; (lo) Control Agreements in respect of all Collateral Accounts; (p) Pledge Agreement; (q) secured guarantees by each of AL BV Investments, Inc. and AL Campus Kids, LLC; (r) the Operating Documents of AL BV Investments, Inc. and AL Campus Kids, LLC and good standing Certificates of AL BV Investments, Inc. and AL Campus Kids, LLC certified by the Secretary of State of the State of Delaware and Indiana, respectively, and each state in which AL BV Investments, Inc. or AL Campus Kids, LLC is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (s) duly executed original signatures to an officer’s certificate for AL BV Investments, Inc. and AL Campus Kids, LLC; (t) payoff letters from the holders of the Existing Indebtedness; (u) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (v) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (mw) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of the L/C Issuer and each Lender to make a Term Loan its initial Credit Extension hereunder is subject to satisfaction of the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitationfollowing conditions precedent: (a) original Loan Documents, each duly executed Evidence satisfactory to the Arranger that a minimum of $150,000,000 of net proceeds have been received by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable;QELP from a public offering of QELP common units representing limited partnership interests in QELP (the “QELP IPO”). (b) duly executed original Control Agreements Evidence satisfactory to the Administrative Agent that (i) the Indebtedness of Borrower and Quest Cherokee, LLC under the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement, and Prior Third Lien Credit Agreement has been assigned to the lenders party to the Quest Cherokee Credit Agreement and (ii) the Borrower and each other Loan Party have been released from any and all further liability (other than contingent indemnity obligations) in connection with respect to any Collateral Accounts maintained the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement, Prior Third Lien Credit Agreement and the Quest Cherokee Credit Agreement and all Liens granted by Borrower or any Loan Party in connection therewith have been released and discharged substantially contemporaneously with the initial Credit Extension under this Agreement and the utilization of a portion of such Credit Extension to reduce the extent required amount outstanding under Section 6.6;the Quest Cherokee Credit Agreement to $75,000,000. (c) duly The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed original Secured Promissory by a Responsible Officer of the signing Loan Party or other Person party thereto, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date), and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts dated as of the Closing Date of this Agreement, the Subsidiary Guaranty, and the other Collateral Documents including, without limitation, the Collateral Documents covering substantially all assets of each Loan Party (other than Excluded Assets) and all other Loan Documents sufficient in number for distribution to the Administrative Agent each Lender and Borrower; (ii) Revolving Notes executed by the Borrower in favor of each Lender according requesting a Revolving Note, each Revolving Note in a principal amount equal to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrowersuch Lender’s and such Subsidiaries’ jurisdiction of organization or formation Revolving Commitment, and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Revolving Note dated as of a date no earlier than thirty (30) days prior to the Effective Closing Date; (eiii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with this Agreement and the other Loan Documents to which such Loan Party is a completed Perfection Certificate for Borrower and each of its Subsidiariesparty; (fiv) such evidence as the Annual ProjectionsAdministrative Agent may reasonably require to verify that each Loan Party is duly organized or formed, for validly existing, and in good standing in the current calendar yearjurisdiction of its organization and is qualified to engage in business in each jurisdiction where its ownership, receipt and sufficiency lease or operation of which Collateral Agent and properties or the Lenders hereby acknowledgeconduct of its business requires such qualification; (gv) duly executed original officer’s a certificate for ▇▇▇▇▇▇▇▇ signed by a Responsible Officer of the Borrower certifying (A) that the representations and each Subsidiary warranties contained in Article V are true and correct in all respects on and as of the Closing Date, (B) that is a no default or event of default had occurred and was continuing under the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement or Prior Third Lien Credit Agreement as of the Closing Date and all indebtedness thereunder, including principal, interest, fees and expenses, has been assigned to the lenders party to the Quest Cherokee Credit Agreement and all Liens on the assets of the Borrower and the Loan DocumentsParties have been released or assigned to the administrative agent and/or collateral agent for the benefit of the lenders party to the Quest Cherokee Credit Agreement, (C) no Default or Event of Default will exist immediately after closing and the initial Credit Extension under this Agreement, (D) since December 31, 2006 there has occurred no material adverse change in (x) the business, assets, liabilities (actual or contingent), operations or financial condition of the Borrower and Guarantors, taken as a whole, or (y) any of the businesses, assets or liabilities acquired or assumed or being acquired or assumed by the Borrower, (E) that as of the Closing Date there are no environmental or legal issues affecting any Loan Party or any of the Collateral which could reasonably be expected to have a Material Adverse Effect, (F) all material governmental and third party approvals necessary or, in a form acceptable to Collateral Agent and the Lenders; (h) certified copiesdiscretion of the Administrative Agent, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, advisable in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as financing contemplated by this Agreement and the continuing operation of the Effective Date (l) evidence satisfactory to Collateral Agent Borrower and the Lenders that the insurance policies required by Section 6.5 hereof are QRC Subsidiaries has been obtained and is in full force and effect, together and (G) no action, suit, investigation or proceeding is pending or, to the knowledge of such Responsible Officer, threatened in any court or before any arbitrator or governmental authority by or against the Borrower, any Guarantor, or any of their respective properties, that (x) could reasonably be expected to materially and adversely affect the Borrower and the Guarantors, taken as a whole, or (z) seeks to affect or pertains to any transaction contemplated hereby or the ability of the Borrower or any Guarantor to perform its obligations under the Loan Documents; (vi) a Compliance Certificate of a Responsible Officer of the Borrower demonstrating compliance with appropriate evidence showing loss payable and/or additional insured clauses or endorsements all financial covenants specified in favor of Collateral Agent, Section 7.15 with Consolidated EBITDA and Consolidated Interest Charges estimated for the ratable benefit quarter ending December 31, 2007, annualized; and for purposes of calculating the Borrowing Base utilizing the market price of the LendersQELP Units established at the QELP IPO and using $20.00 per common unit for the QMLP Units; (vii) a certificate of a Responsible Officer of the Borrower (a) as to the satisfaction of all conditions specified in this Section 4.01 and Section 4.02, (b) providing a three-year financial forecast for the Borrower and the QRC Subsidiaries on a consolidated basis, and (c) providing such other financial information as the Administrative Agent may reasonably request; (viii) a certificate of a Responsible Officer of the Borrower certifying that to the Responsible Officer’s knowledge the Borrower and the QRC Subsidiaries on a consolidated basis are not “insolvent” as such term is used and defined in (i) the United States Bankruptcy Code or (ii) the New York Uniform Fraudulent Transfer Act; and (mix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require. (d) The Arranger’s receipt, in form and substance reasonably satisfactory to the Arranger, of a pro forma opening balance sheet as of September 30, 2007 of the Borrower and the QRC Subsidiaries reflecting the initial public offering of MLP Units of QELP. (e) After giving effect to all proposed Credit Extensions on the Closing Date, the Borrower shall have a minimum of 10% availability under the Borrowing Base. (f) An opinion from counsel to each Loan Party, in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (g) Any fees due and payable at the Closing Date shall have been paid including, without limitation, payment of the fees and expenses pursuant to the Agent/Arranger Fee Letter. (h) The Borrower shall have paid Attorney Costs of the Administrative Agent to the extent invoiced prior to, or on, the Closing Date. (i) The Administrative Agent’s receipt of Collateral Documents, executed by each Loan Party that has assets or conducts business, in appropriate form for recording, where necessary, together with: (i) such Lien searches as the Administrative Agent shall have reasonably requested, and such termination statements or other documents as may be necessary to confirm that the Collateral is subject to no other Liens (other than Permitted Liens) in favor of any Persons; (ii) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements; (iii) evidence that the Administrative Agent has been named as loss payee or additional insured under all policies of casualty insurance pertaining to the Collateral and all general liability policies; (iv) certificates evidencing all of the issued and outstanding shares of capital stock, partnership interests, or membership interests pledged pursuant thereto, which certificates shall in each case be accompanied by undated stock powers duly executed in blank, or, if any securities pledged pursuant thereto are uncertificated securities, confirmation and evidence satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Administrative Agent for the benefit of the Lenders in accordance with the Uniform Commercial Code; and (v) evidence that all other actions reasonably necessary or, in the opinion of the Administrative Agent or the Lenders’ Expenses then due , desirable to perfect and protect the first priority Lien created by the Collateral Documents (except to the extent otherwise permitted hereunder), and to enhance the Administrative Agent’s ability to preserve and protect its interests in and access to the Collateral, have been taken. (j) The Administrative Agent’s receipt (with sufficient copies for all Lenders) of the certificate of incorporation of the Borrower, together with all amendments, certified by an appropriate governmental officer in its jurisdiction of organization, as specified in well as any other information required by Section 2.5 hereof326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date (which shall occur no later than December 31, 2007), and such notice shall be conclusive and binding.

Conditions Precedent to Initial Credit Extension. Each Lender’s Lenders’ obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each LenderAgent, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each Borrower shall have delivered duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableoriginal signatures to the Loan Documents to which it is a party; (b) Borrower shall have delivered a duly executed original Control Agreements with respect signature to any Collateral Accounts maintained by Borrower each of the Warrant to be issued to Bank and the extent required under Section 6.6Warrant to be issued to Gold Hill; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Term Loan Commitment Percentage; (d) the Operating Documents and a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s the States of Delaware and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each California as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) a Borrower shall have delivered duly executed original signatures to the completed Perfection Certificate Borrowing Resolutions for Borrower and each of its SubsidiariesBorrower; (fe) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (if) a landlord’s consent Borrower shall have delivered the Perfection Certificate executed by Borrower; (g) Borrower shall have delivered the IP Agreement executed by Borrower; (h) Borrower shall have delivered the VC/OC Management Letter Agreement in favor of Collateral Agent in respect Gold Hill; (i) Borrower shall have delivered a copy of all of Borrower’s leased locationsits Amended and Restated Investors’ Rights Agreement and any amendments thereto; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) Borrower shall have delivered evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 6. 5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Agent or Lenders; and (mk) payment of Borrower shall have paid the fees fees, Agent Expenses and Lenders’ Lenders Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s 's obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent it receive the agreements, documents and each Lender shall consent fees it requires. In addition, Lender's obligation is further subject to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitationthe following conditions: (a) original Loan Documents, Borrower shall have executed and delivered to Lender the Warrant; (b) Each of Borrower's Subsidiaries shall have executed and delivered to Lender the Guaranty Agreement; (c) Each of Borrower's Subsidiaries shall have executed and delivered to Lender the Security Agreement; (d) Borrower and each of its Subsidiaries that owns equity securities of any Person shall have executed and delivered to Lender the Pledge Agreement; (e) Borrower shall have executed and delivered to Lender the Borrower Trademark Security Agreement; (f) Web Yes shall have executed and delivered to Lender the Web Yes Trademark Security Agreement; (g) Borrower shall have executed and delivered to Lender the Registration Rights Agreement; (h) receipt by the Lender of a duly executed Promissory Note in the principal amount of the Committed Line; (i) receipt by ▇▇▇▇the Lender of an opinion (together with any opinions of local counsel relied on therein) of ▇▇▇▇ and each Subsidiary▇▇▇▇ LLP, counsel for the Borrower, dated as applicableof the Closing Date, substantially in the form of EXHIBIT I hereto and covering such additional matters relating to the transactions contemplated hereby as the Lender may request; (bj) receipt by Lender of a duly executed original Control Agreements with respect to any Collateral Accounts maintained by Perfection Certificate from each of Borrower to the extent required under Section 6.6and its Subsidiaries; (ck) receipt by the Lender of certificates representing shares of all capital stock pledged under the Pledge Agreement to the Lender, accompanied by instruments of transfer and stock powers endorsed in blank, together with evidence satisfactory to the Lender that such capital stock has been duly executed original Secured Promissory Notes in favor of each and validly pledged thereunder to the Lender according subject to its Term Loan Commitment Percentageno other Lien other than the Lien created under the Pledge Agreement to secure the Obligations; (dl) the Operating Documents and good standing certificates receipt by Lender from each of Borrower and its Subsidiaries of a certificate, dated as of the Closing Date, duly executed by the Secretary or an Assistant Secretary of Borrower or one of its Subsidiaries, as the case may be, certifying as to: (A) the copy of such entity's Certificate of Incorporation or similar document, attached thereto, as certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation incorporation, and each jurisdiction stating that such charter document, is in which Borrower full force and each Subsidiary is qualified to conduct business, each effect as of a date no earlier more than thirty (30) 10 days prior to the Effective Date; Closing Date and that, since the date of issuance of such certification, there have been no amendments, alteration or modifications of such charter document, (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (fB) the Annual Projectionscopy of such entity's Bylaws, for the current calendar yearattached thereto, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary stating that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof Bylaws are in full force and effecteffect as of a date no more than five days prior to the Closing Date, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor (C) the good standing certificate of Collateral Agentsuch entity attached thereto from such entity's jurisdiction of incorporation and each jurisdiction where such entity is qualified to do business, for (D) the ratable benefit copy of the Lendersresolutions attached thereto of the Board of Directors of such entity authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and any other documents or instruments contemplated hereby, and stating that the resolutions thereby certified have not been amended, modified, revoked or rescinded; and (E) the incumbency, authority and specimen signature of each officer of such executing this Agreement or any other document or instrument contemplated hereby; (m) Borrower shall have executed and delivered to Lender the Release; and (mn) payment termination of the fees all currently outstanding Liens of Borrower and Lenders’ Expenses then due its Subsidiaries, other than Permitted Liens, and provision to Lender of termination letters (or such other evidence of termination as specified in Section 2.5 hereofLender reasonably requests) with respect thereto.

Conditions Precedent to Initial Credit Extension. Each LenderHSBC’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or HSBC shall have received, in form and substance satisfactory to Collateral Agent and each LenderHSBC in its sole discretion, such documents, and completion of such other matters, as Collateral Agent and each Lender HSBC may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Borrower’s Operating Documents and a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Connecticut as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (gc) duly executed original officer’s certificate signatures to the completed Borrowing Resolutions for ▇▇▇Borrower; (d) duly executed original signature to a payoff letter from ▇▇▇▇▇ and each Subsidiary that is a party to the Loan DocumentsFargo Bank, in a form acceptable to Collateral Agent and the LendersN.A.; (he) evidence that (i) the Liens securing Indebtedness owed by Borrower to ▇▇▇▇▇ Fargo Bank, N.A. will be terminated prior to or concurrent with the initial Credit Extension and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (f) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement bankruptcy, judgment and lien searches, as Collateral Agent HSBC shall request, accompanied by written evidence (including any UCC termination statements) that the Liens and judgments indicated in any such financing statements search results either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ig) the Perfection Certificate(s) of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent executed in favor of Collateral Agent in respect of all legal opinion of Borrower’s leased locationscounsel dated as of the Effective Date together with the duly executed original signature thereto; (i) the duly executed original signatures to the Pledge Agreement, together with stock certificates and related stock powers; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders HSBC that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; andHSBC; (mk) payment of the fees and Lenders’ HSBC Expenses then due as specified in Section 2.5 2.4 hereof; and (l) receipt all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriaterequest, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableLoan Agreement; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries (i) a long-form good standing certificate of Borrower certified by the Secretary of State of the State of Delaware and (ii) good standing/foreign qualification certificates certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each other jurisdiction in which Borrower and each Subsidiary is qualified to conduct businessbusiness and the failure of so qualified in such jurisdiction would reasonably result in a Material Adverse Change, in each case, as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) certificate duly executed original officer’s certificate for by a Responsible Officer or secretary of Borrower with respect to ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan ▇’s (i) Operating Documents, in a form acceptable to Collateral Agent (ii) good standing certificates, (iii) Borrowing Resolutions and the Lenders(iv) incumbency; (hd) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of searches for financing statement searches, as Collateral Agent shall requeststatements filed in the central filing office of the State of Delaware against Borrower, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or releasedLiens; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (le) evidence satisfactory to Collateral Agent Bank that (i) that certain Amended and the Lenders Restated Loan and Security Agreement, dated as of January 29, 2021, between Borrower and Silicon Valley Bank, has been terminated and all amounts thereunder shall have been paid in full, and (ii) all Liens granted in connection therewith have been terminated; (f) duly executed Perfection Certificate of Borrower; (g) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (mh) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.7(a) and (d) hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each LenderAgent, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableoriginal signatures to the Loan Documents to which Borrower is a party; (b) duly executed original signatures to Control Agreements with respect to any each financial institution with which Borrower maintains Collateral Accounts maintained by Borrower to (other than in respect of the extent required under Section 6.6Comerica Letter of Credit Account and the Existing Comerica Account); (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents of Borrower and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation Delaware, California and each jurisdiction state in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed the Perfection Certificate for Borrower and each of its SubsidiariesBorrower; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original signatures to an officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan DocumentsBorrower, in a form acceptable to Collateral Agent and the LendersAgent; (hg) Collateral Agent shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ih) a landlord’s consent executed in favor of Collateral Agent in respect of all each of Borrower’s leased locationslocations other than (i) the Carmel Mountain Facility and the (ii) Vista Sorrento Facility; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (j) a bailee waiver executed in favor of Collateral Agent payoff letter from Comerica in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00)the Existing Indebtedness; (k) a duly executed legal opinion evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of counsel to ▇▇▇▇▇▇▇▇ dated as of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the Effective Dateinitial Credit Extension, be terminated; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) the ATM Agreement, duly executed by Borrower and Citadel; and (mn) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Fifty Thousand Dollars ($100,000.00150,000.00), including but not limited to a bailee waiver in favor of Collateral Agent with respect to all equipment, inventory and other Collateral maintained by the Borrower with Corium International, Inc. at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; and (mn) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s 's obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent it receive the agreements, documents and each Lender shall consent fees it requires. In addition, Lender's obligation is further subject to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitationthe following conditions: (a) original Loan Documents, Borrower shall have executed and delivered to Lender the Warrant; (b) Each of Borrower's Subsidiaries shall have executed and delivered to Agent the Guaranty Agreement Amendment; (c) Each of Borrower's Subsidiaries shall have executed and delivered to Agent the Security Agreement Amendment; (d) Borrower and each of its Subsidiaries that owns equity securities of any Person shall have executed and delivered to Agent the Pledge Agreement Amendment; (e) Borrower shall have executed and delivered to Agent the Borrower Trademark Security Agreement Amendment; (f) Web Yes shall have executed and delivered to Agent the Web Yes Trademark Security Agreement Amendment; (g) Borrower shall have executed and delivered to Lender the Registration Rights Agreement Amendment; (h) receipt by the Lender of a duly executed Promissory Note in the principal amount of the Committed Line; (i) receipt by ▇▇▇▇the Lender of an opinion (together with any opinions of local counsel relied on therein) of ▇▇▇▇ and each Subsidiary▇▇▇▇ LLP, counsel for the Borrower, dated as applicableof the Closing Date, substantially in the form of EXHIBIT I hereto and covering such additional matters relating to the transactions contemplated hereby as the Lender may request; (bj) receipt by Lender of a duly executed original Control Agreements with respect to any Collateral Accounts maintained by Perfection Certificate from each of Borrower to the extent required under Section 6.6and Eggrock Partners, Inc.; (ck) receipt by the Agent of certificates representing shares of all capital stock pledged under the Pledge Agreement, as amended, to the Agent, accompanied by instruments of transfer and stock powers endorsed in blank, together with evidence satisfactory to the Agent that such capital stock has been duly executed original Secured Promissory Notes in favor of each Lender according and validly pledged thereunder to its Term Loan Commitment Percentagethe Agent subject to no other Lien other than the Lien created under the Pledge Agreement, as amended, to secure the Obligations; (dl) the Operating Documents and good standing certificates receipt by Lender from each of Borrower and its Subsidiaries Eggrock Partners, Inc. of a certificate, dated as of the Closing Date, duly executed by the Secretary or an Assistant Secretary of Borrower or Eggrock Partners, Inc., as the case may be, certifying as to: (A) the copy of such entity's Certificate of Incorporation or similar document, attached thereto, as certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation incorporation, and each jurisdiction stating that such charter document, is in which Borrower full force and each Subsidiary is qualified to conduct business, each effect as of a date no earlier more than thirty (30) 10 days prior to the Effective Date; Closing Date and that, since the date of issuance of such certification, there have been no amendments, alteration or modifications of such charter document, (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (fB) the Annual Projectionscopy of such entity's Bylaws, for the current calendar yearattached thereto, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary stating that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof Bylaws are in full force and effecteffect as of a date no more than five days prior to the Closing Date, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor (C) the good standing certificate of Collateral Agentsuch entity attached thereto from such entity's jurisdiction of incorporation and each jurisdiction where such entity is qualified to do business, for (D) the ratable benefit copy of the Lendersresolutions attached thereto of the Board of Directors of such entity authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and any other documents or instruments contemplated hereby, and stating that the resolutions thereby certified have not been amended, modified, revoked or rescinded; andand (E) the incumbency, authority and specimen signature of each officer of such executing this Agreement or any other document or instrument contemplated hereby; (m) payment termination of the fees all currently outstanding Liens of Borrower and Lenders’ Expenses then due its Subsidiaries, other than Permitted Liens, and provision to Lender of termination letters (or such other evidence of termination as specified in Section 2.5 hereofLender reasonably requests) with respect thereto.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original duly executed signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Control Agreements, if any; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (di) the Operating Documents Certificate of Incorporation and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct businessbusiness and the failure of so qualified in such jurisdiction would reasonably result in a Material Adverse Change, each as of a date no earlier than thirty (30) days prior to the Effective Date, and (ii) the Bylaws; (d) a duly executed secretary’s corporate borrowing certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (e) a duly executed signatures to the completed Perfection Certificate Borrowing Resolutions for Borrower and each of its SubsidiariesBorrower; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released, including a receipt of a payoff letter in form and substance reasonably satisfactory to Bank from Hercules Capital, Inc.; (ig) a landlord’s consent executed in favor of Collateral Agent in respect of all the Perfection Certificate of Borrower’s leased locations, together with the duly executed signature thereto; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (lh) evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies and endorsements required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral AgentBank; (i) with respect to the initial Advance, for the ratable benefit of the Lendersa completed Borrowing Base Statement (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts); and (mj) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Control Agreements, if any; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and a good standing certificates certificate of each Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the states of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified qualification to conduct business, each do business as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for each Borrower; (e) a completed Perfection Certificate for Borrower payoff letter with respect to (i) the Original Agreement and each (ii) the credit facility provided to Scient’x from Oxford Finance Corporation; together with evidence of its Subsidiariesthe termination of all Liens and security interests in favor of Oxford Finance Corporation (with respect to (i) and (ii)); (f) to the Annual Projectionsextent not previously provided to the Bank, the certificate(s) for the current calendar yearShares, receipt and sufficiency of which Collateral Agent and together with stock powers, duly executed in blank by the Lenders hereby acknowledgeapplicable Borrower; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ih) a to the extent not previously provided to the Bank, landlord’s consent consents for each of Borrowers’ leased properties executed in favor of Collateral Agent in respect Bank; (i) a legal opinion of all Borrowers’ counsel dated as of Borrower’s leased locationsthe Effective Date together with the duly executed original signatures thereto; (j) a bailee waiver Perfection Certificate executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00)by Parent; (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (ml) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan is subject to Notwithstanding any other provision of this Agreement or any of the condition precedent that Collateral Agent other DIP Financing Documents, and each without affecting in any manner the rights of Lender under other sections of this Agreement, Lender shall consent not be required to fund the initial Revolving Advance requested by Borrowers, unless each of the following conditions has been satisfied on or by the date of an Interim Financing Order that is an Effective Final Order (or such other date as may be specified below) and continues thereafter to be satisfied: (a) All of the DIP Financing Documents shall have received, been executed in form and substance satisfactory to Collateral Agent Lender by each of the signatories thereto and each accepted by Lender, such documentsand Borrowers shall be in compliance with all of the terms thereof, and completion of such other matters, as Collateral Agent all representations and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ warranties contained therein shall be true and each Subsidiary, as applicable;correct in all respects. (b) duly executed original Control Agreements with respect No Default or Event of Default shall exist at the time of, and would not result from the funding of, any requested Revolving Advance, and no event shall have occurred and no condition shall exist since the date of the last audited financial statements of Borrowers delivered to any Collateral Accounts maintained by Borrower Lender that has had or could reasonably be expected to the extent required under Section 6.6;have a Material Adverse Effect. (c) duly executed original Secured Promissory Notes An Interim Financing Order shall have been entered, no later than December 21, 2004, shall be in favor of each Lender according to its Term Loan Commitment Percentage;full force and effect and shall not have been vacated, reversed, modified or stayed in any respect and shall otherwise be an Effective Final Order. (d) Lender shall have received satisfactory proof of insurance by Borrowers, in accordance with the Operating Documents terms of this Agreement, and good standing certificates evidence of Borrower loss payable endorsements naming Lender as loss payee with respect to each policy and its Subsidiaries certified by the Secretary copies of State (or equivalent agency) of each Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business's liability insurance policies, each together with endorsements naming Lender as of a date no earlier than thirty (30) days prior to the Effective Date;an additional insured. (e) a completed Perfection Certificate for Borrower All representations and each warranties in the Agreement shall be true and correct in all material respects, and there shall be no Default or Event of its Subsidiaries;Default in existence at the time of, or after giving effect to the making of, any Revolving Advance under the Agreement. (f) the Annual ProjectionsLender shall have received such legal opinions, for the current calendar year, receipt documents and sufficiency of which Collateral Agent and the Lenders hereby acknowledge;other instruments as it may request. (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ All fees and each Subsidiary that is a party other amounts and required to be paid by Borrowers hereunder on or before the Loan Documents, Closing Date shall have been paid in a form acceptable to Collateral Agent full and the Lenders;Lender shall have received all other documents and instruments requested by it in connection with this Agreement or any other DIP Financing Document. (h) certified copies, dated as of date no earlier than thirty (30) days prior Lender shall have received the Budget applicable to the Effective Date, of financing statement searches, as Collateral Agent month in which such initial Revolving Advance shall request, accompanied be made by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;Lender. (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Lender shall have received each Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, 's internally prepared unaudited financial statement for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofperiod ending October 31, 2004.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan the initial Credit Extension hereunder is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lenderthe Lenders, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriatehave requested, including, without limitation: (a) original duly executed Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents of Borrower and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State of the State of Delaware and the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each other jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, in each case dated as of a date no earlier than thirty (30) days prior to the Effective Date; (c) a secretary’s certificate/officer’s certificate (as applicable) duly executed by a Responsible Officer or secretary of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) duly executed Borrowing Resolutions for Borrower; (e) with respect to the Initial Tranche A Term Loan Advance, a completed Perfection Certificate for Borrower and each of its Subsidiariesduly executed Payment/Advance Form; (f) with respect to the Annual ProjectionsInitial Tranche A Term Loan Advance, for the current calendar year, receipt a completed and sufficiency of which Collateral Agent and the Lenders hereby acknowledgeduly executed Disbursement Letter; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches for Liens (including without limitation, UCC searches, as Collateral Agent shall request) filed in the central filing office of the State of Delaware, accompanied by written evidence (including any UCC termination statementsstatements and other Lien releases) that the Liens indicated in any such financing statements or other filings either constitute Permitted Liens or have been or, in connection with the initial Credit ExtensionExtension hereunder, will be terminated or released; (ih) a landlord’s consent executed in favor of Collateral Agent in respect of all legal opinion of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date; (i) stock power forms (5 originals) executed by Borrower with respect to capital stock of AVROBIO Securities Corporation and delivery of stock certificates evidencing ownership interests in AVROBIO Securities Corporation delivered to Agent for the benefit of the Lenders; (j) duly executed Perfection Certificate of Borrower; (k) stock power forms (5 originals) executed by Borrower MSC Subsidiary with respect to the capital stock of AVROBIO Securities Corporation together with stock certificates evidencing ownership interests in AVROBIO Securities Corporation; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 5.56 hereof are in full force and effect, together effect with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lendersrespect to Borrower; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 1.3 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00)[Reserved]; (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of each Lender to make a Term Loan its initial Credit Extension hereunder is subject to satisfaction (or waiver) of the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitationfollowing conditions precedent: (a) original Loan DocumentsThe Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or pdf electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement; (ii) executed counterparts of each Guaranty; (iii) a Note executed by the relevant Original Borrower in favor of each Lender requesting a Note, if any; (iv) the Closing Date Security Agreements, duly executed by each of the relevant Loan Parties, together with, if applicable: (A) certificates representing the Pledged Equity referred to therein, accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the Pledged Debt, if any, indorsed in blank, and (B) copies of all searches with respect to the Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence reasonably satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.01 or have been or NYDOCS01/1760806.13 contemporaneously will be released or terminated or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent, and all proper financing statements, duly prepared for filing under the Uniform Commercial Code or other applicable Law in all jurisdictions necessary in order to perfect (if and to the extent required to be perfected under the Security Agreement) and protect the Liens created under the Closing Date Security Agreements, covering the Collateral of the relevant Original Borrower described in the relevant Closing Date Security Agreement; (v) a certificate substantially in the form of Exhibit Q attesting to the Solvency of the Loan Parties and their Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transactions (as defined herein on the Closing Date), from the Chief Financial Officer (or another Responsible Officer) of the Original BV Borrower; (vi) [intentionally omitted] (vii) [intentionally omitted]; (viii) evidence that all insurance (including without limitation title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent has been named as loss payee under each property insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; (ix) a Request for Credit Extension relating to the initial Credit Extensions in accordance with the requirements hereof; (x) an opinion of each of (A) ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇& ▇▇▇▇▇ and each Subsidiary that is a party LLP, special counsel to the Loan DocumentsParties, (B) Loyens Loeff N.V., Dutch counsel to the Loan Parties and (C) Van Doorne N.V., Dutch counsel to the Administrative Agent, each addressed to each Agent and each Lender and each in form and substance reasonably satisfactory to the Administrative Agent; (xi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (xii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer of such Loan Party authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and (xiii) certified copies of each of the Senior Note Documents (as defined herein on the Closing Date), each in form acceptable and substance reasonably satisfactory to Collateral the NYDOCS01/1760806.13 Administrative Agent and each duly executed by the Lenders;parties thereto, which shall be in full force and effective in accordance with their respective terms as of the Closing Date. (b) [Intentionally omitted] (c) The representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of the Closing Date. (d) [Intentionally omitted] (e) No Default shall exist, or would result from such proposed initial Credit Extension or from the application of the proceeds therefrom. (f) [Intentionally omitted] (g) All fees and expenses required to be paid on or before the Closing Date and invoiced (with reasonably supporting documentation) and delivered to the Original Borrowers before the Closing Date shall have been paid in full in cash. (h) certified copies, dated as of date no earlier than thirty (30) days The Administrative Agent shall have received all documentation and other information requested at least 5 Business Days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection Closing Date with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of to each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies Loan Party required by Section 6.5 hereof are in full force regulatory authorities under applicable “know your customer” and effectanti-money laundering rules and regulations, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agentincluding without limitation, for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofPatriot Act.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of each Lender to make a Term Loan its initial Credit Extension hereunder is subject to satisfaction (or waiver) of the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitationfollowing conditions precedent: (a) original The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or pdf electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement; (ii) executed counterparts of each Guaranty; (iii) a Note executed by the relevant Borrower in favor of each Lender requesting a Note, if any; (iv) the Security Agreement, duly executed by each of the relevant Loan Parties, together with, if applicable: (A) appropriate instruments of transfer and instruments evidencing the Pledged Debt, if any, indorsed in blank, and (B) copies of all searches with respect to the Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence reasonably satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.01 or have been or contemporaneously will be released or terminated or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent, and all proper financing statements, duly prepared for filing under the Uniform Commercial Code or other applicable Law in all jurisdictions necessary in order to perfect and protect the Liens created under the Security Agreement under US Law, covering the Collateral of the relevant Borrower described in the Security Agreement; (v) one or more Intellectual Property Security Agreements, duly executed by each of the relevant Borrowers, together with evidence that all action, to the extent reasonably feasible and requested by the Administrative Agent, that is reasonably necessary in order to perfect and protect the Liens on Material Intellectual Property created under the Intellectual Property Security Agreement under US law has been taken; (vi) deeds of trust, trust deeds and mortgages in a form reasonably satisfactory to the Administrative Agent (with such changes as may be reasonably satisfactory to the Administrative Agent to account for local law matters) and covering the fee owned properties identified to be mortgaged on Schedule 5.07(c) (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 6.12, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may reasonably deem necessary in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid, (B) fully paid Policy of Title Insurance with such extended coverage as is available pursuant to the underwriting requirements of the Title Company (to be substantially similar to that provided under an ALTA Extended form policy) (the “Mortgage Policies”) in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by Chicago Title Insurance Company (“CTIC”), insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens), (C) any surveys or maps, for which all necessary fees (where applicable) shall have been paid, as may be required for CTIC to provide the Administrative Agent with extended coverage on the Administrative Agent’s loan title policies, (D) engineering, soils and other reports as to the properties described in the Mortgages to the extent any such reports have been prepared at the request of, or are available to, the applicable Loan Party, (E) evidence of the insurance required by the terms of the Mortgages, and (vii) evidence that all other action that the Administrative Agent may reasonably deem necessary in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken; (viii) evidence that all insurance (including without limitation title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent has been named as loss payee under each duly executed by property insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; (ix) a Request for Credit Extension relating to the initial Credit Extensions in accordance with the requirements hereof; (x) an opinion of ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇& ▇▇▇▇▇ and each Subsidiary that is a party LLP, special counsel to the Loan Parties in the form of Exhibit H, addressed to each Agent and each Lender and in form and substance reasonably satisfactory to the Administrative Agent; (xi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (xii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer of such Loan Party authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (xiii) certified copies of each of (A) the Senior Notes Documents, (B) the Senior PIK/Toggle Notes Documents and (C) the Equity Contribution Agreement, each in a form acceptable and substance reasonably satisfactory to Collateral the Administrative Agent and each duly executed by the Lendersparties thereto, which shall be in full force and effective in accordance with their respective terms as of the Closing Date; (xiv) duly executed originals of an initial Borrowing Base Certificate, dated the Closing Date; (xv) the Deposit Account Control Agreements referred to in the Security Agreement, duly executed by the applicable Loan Parties and each Pledged Account Bank referred to in the Security Agreement; (xvi) the Intercreditor Agreement, duly executed by all the parties thereto; and (xvii) a certificate in the form of Exhibit L hereto, attesting to the solvency of UHS, before and after giving effect to the Transactions, from the chief financial officer of UHS on behalf of UHS (the “Solvency Certificate”). (b) Since December 31, 2006, there shall not have occurred any event, circumstance or occurrence that, either separately or together with all other such events, circumstances or occurrences, that has had or could reasonably be expected to have, a Target Material Adverse Effect. (c) (i) The representations and warranties contained in Article 5, in each case solely as they relate to the Borrowers, shall be true and correct in all material respects on and as of the Closing Date and (ii) the Closing Date Representations and Warranties shall be true and correct in all material respects. (d) The Acquisition shall have been consummated in all material respects in accordance with the terms of the Merger Agreement dated April 15, 2007 without waiver or amendment of any provision or condition thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent), unless consented to by the Administrative Agent. (e) No Default shall exist, or would result from such proposed initial Credit Extension or from the application of the proceeds therefrom. (f) Prior to or substantially contemporaneously with the initial Credit Extensions, the Borrowers shall have received at least $460,000,000 in gross cash proceeds from (i) the issuance and sale of the Senior Notes and the Senior PIK/Toggle Notes, or (ii) any combination of the foregoing. (g) Prior to or substantially contemporaneously with the initial Credit Extensions, the Equity Contributions shall have been funded in full. (h) certified copies, dated as of date no earlier than thirty All fees and expenses required to be paid on or before the Closing Date and invoiced (30with reasonably supporting documentation) days prior and delivered to the Effective Date, of financing statement searches, as Collateral Agent Borrowers before the Closing Date shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, paid in connection with the initial Credit Extension, will be terminated or released;full in cash. (i) a landlord’s consent executed in favor of Collateral The Administrative Agent in shall have received all documentation and other information with respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of to each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies Loan Party required by Section 6.5 hereof are in full force regulatory authorities under applicable “know your customer” and effectanti-money laundering rules and regulations, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agentincluding without limitation, for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofPatriot Act.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage and Revolving Line Commitment Percentage; (d) the certificate(s) for the Shares, to the extent certificated, together with Assignment(s) Separate from Certificate, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ef) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (fg) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (gh) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (hi) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ij) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locationslocations (other than Borrower’s leased location in Denver, Colorado, which lease shall expire in April 2016) where Borrower or any Subsidiary maintains (i) any of Borrower’s Books or (ii) Collateral having a book value in excess of Seven Hundred Fifty Thousand Dollars ($750,000.00); (jk) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ Borrower or any Subsidiary maintains Collateral having a book value in excess of One Seven Hundred Fifty Thousand Dollars ($100,000.00750,000.00); (kl) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ Borrower dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (n) receipt by the Title Company of the fully executed and notarized Mortgage, providing for first priority mortgage lien in respect of the Mortgaged Premises in favor of Collateral Agent and such other documents which are customary in commercial mortgage transactions in Minnesota, each in form and substance satisfactory to Collateral Agent; (o) issuance of a title commitment from the Title Company in respect of the Mortgaged Premises that is acceptable to Collateral Agent and satisfaction of the conditions to effectiveness of such title commitment; (p) the First Tranche Milestone has occurred; and (mq) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.6 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s The Lenders’ obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral the Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lenderthe Agent, such documents, and completion of such other matters, as Collateral the Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Warrants; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Borrower’s Operating Documents and a good standing certificates certificate of each Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Oregon as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for each Borrower; (e) a completed Perfection Certificate for Borrower evidence that (1) the Liens securing Indebtedness owed by EnergyConnect Group to Aequitas Commercial Finance, LLC will be terminated and each (2) the documents and/or filings evidencing the perfection of its Subsidiariessuch Liens, including without limitation any financing statements and/or control agreements, have been terminated; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral the Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ig) a landlord’s consent the Representations and Warranties Certificate of each Borrower, together with the duly executed in favor of Collateral Agent in respect of all of Borrower’s leased locationsoriginal signature thereto; (jh) a bailee waiver executed in favor copy of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00)EnergyConnect Group’s Registration Rights Agreement, Investors’ Rights Agreement and any amendments thereto; (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (li) evidence satisfactory to Collateral the Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral the Agent; (j) evidence satisfactory to Agent that Aequitas Commercial Finance, for the ratable benefit LLC shall have converted any of the Lendersits outstanding Indebtedness not otherwise repaid by Borrowers into equity of Borrower; and (mk) payment of the fees fees, Agent Expenses and Lenders’ Lender Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Advance Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrowers shall have delivered duly executed original signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) Borrowers shall have delivered the Operating Documents of each Borrower and the Operating Documents of Parent and good standing certificates of each Borrower and its Subsidiaries of Parent certified by the Secretary of State (or equivalent agency) States of Borrower’s Delaware and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Minnesota as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) a Borrowers shall have delivered duly executed original signatures to (i) completed Perfection Certificate Borrowing Resolutions for each Borrower and (ii) completed Guaranty Resolutions for each of its SubsidiariesGuarantor (other than Borrowers); (fd) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) Bank shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ie) a landlord’s consent Borrowers shall have delivered Perfection Certificates executed by each Borrower and Parent, the substance of which shall be acceptable to Bank in favor of Collateral Agent in respect of all of Borrower’s leased locationsits discretion; (jf) Borrowers shall have delivered a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of Borrower’s, Parent’s, and Guarantor’s counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective DateDate together with the duly executed original signatures thereto; (lg) Borrowers shall have delivered to Bank (i) a cross-guaranty by each Borrower of the obligations of the others and (ii) guaranties and security agreements from Parent and all of Parent’s Domestic Subsidiaries (excluding Borrowers), and Bank shall have a first-priority perfected security interest in the collateral of Parent and all such Domestic Subsidiaries, subject to permitted liens, all satisfactory to Bank; (h) Borrowers shall have delivered evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; andBank; (mi) payment of Borrowers shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof; and (j) Bank has approved in writing, in its discretion, all schedules which Borrowers’ are permitted or required to deliver to Bank prior to the initial Credit Extension under the terms of this Agreement.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension under this Agreement is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original duly executed signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Control Agreements, if any; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) a duly executed signatures to the completed Perfection Certificate Borrowing Resolutions for Borrower and each of its SubsidiariesBorrower; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (he) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit ExtensionExtension hereunder, will be terminated or released; (if) the consolidated Perfection Certificate of Borrower, together with the duly executed signature thereto; (g) a landlord’s consent executed in favor of Collateral Agent in respect of all legal opinion of Borrower’s leased locations; (j) a bailee waiver executed counsel, in favor of Collateral Agent form and substance acceptable to Bank, in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ its reasonable discretion, dated as of the Effective DateDate together with the duly executed signature thereto; (lh) the duly executed signatures to the Acknowledgment and Reaffirmation of Guaranty, Guarantor Security Agreement and Dutch Security Documents, together with the duly executed signatures to the completed Resolutions for Atricure B.V.; (i) evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies and endorsements required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (mj) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s The Lenders’ obligation to make a Term Loan is the initial Credit Extension shall be subject to the condition precedent that Collateral Agent and each Lender shall consent to or all of the following events shall have receivedoccurred and the Lenders shall have received all of the following documents, each properly executed by the appropriate party and in form and substance satisfactory to the Lenders: (a) This Agreement; (b) The Note; (c) The Plan Support Agreement shall have been executed and delivered by the parties thereto; (d) The Interim Order, in form and substance acceptable to the Lenders, shall have been entered by the Bankruptcy Court not later than July 27, 2010, and the Lenders shall have received a certified copy of such order, and such order shall be in full force and effect and shall not have been reversed, modified, amended, subject to a pending appeal, stayed or vacated absent the prior written consent of the Lenders and the Borrowers; (e) Certified copies of all documents evidencing any necessary corporate (or other similar) action, consents and governmental approvals (if any) required for the execution, delivery and performance by Borrowers of the documents referred to in this Section 3.1; (f) A certificate of the Secretary or an Assistant Secretary of each Borrower as of the date hereof certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that Lenders may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein); (g) A Customer Identification Information form and such other forms and verifications as the Lenders may need to comply with the U.S.A. Patriot Act; (h) On or before the Effective Date, Lenders shall have received the Budget, in form and substance satisfactory to Collateral Agent and each Lenderthe Lenders. The Budget will be in the form of the 18-week Budget annexed hereto as Exhibit A, with such documents, and completion of such other matters, modifications (if any) as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect are agreed to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s Borrowers and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locationsThere shall have occurred no Material Adverse Effect; (j) There shall exist no action, suit, investigation, litigation or proceeding (other than the Chapter 11 Cases) pending or threatened in any court or before any arbitrator or governmental instrumentality that (i) could reasonably be expected to result in a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars Material Adverse Effect or ($100,000.00)ii) restrains, prevents or imposes or can reasonably be expected to impose materially adverse conditions upon the Loan or the transactions contemplated thereby; (k) a duly executed legal opinion All necessary governmental and third party consents and approvals necessary in connection with the Loan and the transactions contemplated hereby shall have been obtained (without the imposition of counsel any conditions that are not reasonably acceptable to ▇▇▇▇▇▇▇▇ dated as the Lenders) and shall remain in effect; and no law or regulation shall be applicable, in the judgment of the Effective DateLenders, that restrains, prevents or imposes materially adverse conditions upon the Loan or the transactions contemplated hereby; (l) evidence satisfactory Nothing contained in any information disclosed to Collateral Agent the Lenders by the Borrowers or any of their subsidiaries after the date hereof shall lead the Lenders to determine that, and the Lenders shall not have become aware of any fact or condition not disclosed to them prior to the date hereof which shall lead the Lenders to determine that, the Borrowers or any of their subsidiaries’ condition (financial or otherwise), operations, performance, properties or prospects are different in any material adverse respect from that disclosed to the Lenders prior to the date hereof; (m) The Lenders shall be satisfied with the amount, types and terms and conditions of all insurance and bonding maintained by the Borrowers and their subsidiaries. The Lenders shall have received endorsements naming the Lenders as an additional insured and loss payee under all insurance policies required by Section 6.5 hereof are in to be maintained with respect to the properties of the Borrowers and their Subsidiaries forming part of the Collateral; (n) Borrowers shall acknowledge the full force amount of the debt under the Pre-petition Debenture Agreements and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements execute releases in favor of Collateral Agentthe pre-petition Lenders thereunder with respect to any and all claims, for defenses, etc. that may be asserted by Borrowers (provided, however, that the ratable benefit official creditors’ committee appointed in the Chapter 11 Cases will have the ability to investigate such matters and the foregoing releases and acknowledgements shall be binding on the Borrowers’ estate if the creditors’ committee does not initiate an adversary proceeding within sixty (60) days after its appointment; and provided further, that any party in interest, other than any Debtor or any of its respective affiliates, may file a complaint pursuant to Bankruptcy Rule 7001 seeking to invalidate, subordinate, or otherwise challenge the Prepetition Debenture Obligations or the Prepetition Liens within the later of 60 days after appointment of the LendersCommittee (but in no event later than 75 days after entry of the Interim Order) or any subsequent date that may be agreed to in writing by the Prepetition Debenture Lenders with respect to the time to file any such complaint relating to the Prepetition Debenture Obligations and/or the Prepetition Liens); (o) The Lenders have received confirmation satisfactory to Lenders in their sole discretion that the total amount of necessary critical vendor payments, executory contract cures and utility deposits do not exceed $12,500,000; (p) The initial Advance required to be funded by the Tranche B Lenders shall be placed in escrow prior to the funding of the Tranche A Loan; and (mq) payment of The Debt Subordination and Intercreditor Agreement shall be executed and delivered by the fees Lenders and Lenders’ Expenses then due as specified in Section 2.5 hereofthe Borrowers.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may have reasonably deem necessary or appropriaterequested, including, without limitation: (a) duly executed original signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Control Agreement; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed signature to a completed Perfection Certificate for payoff letter from (i) Comerica Bank evidencing that upon receipt of the payoff amount, the Loan and Security Agreement dated as of June 11, 2015 (the “Comerica Loan Agreement”), between Borrower and each Comerica, together with all documents and agreements executed in connection therewith, shall be terminated; and (ii) Trinity Capital Fud III, L.P. evidencing that upon receipt of its Subsidiariesthe payoff amount, the Loan and Security Agreement dated as of May 31, 2017 (the “Trinity Loan Agreement”), between Borrower and Trinity, together with all documents and agreements executed in connection therewith, shall be terminated; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall Lender may request, accompanied by written evidence (including any UCC termination statements) confirming that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ig) the Perfection Certificate(s) of Borrower, together with the duly executed original signatures thereto; (h) a landlord’s consent executed in favor of Collateral Agent in respect of all legal opinion of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective DateDate together with the duly executed original signature thereto; (li) evidence satisfactory to Collateral Agent and the Lenders Lender that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (mj) payment of the fees and Lenders’ Lender Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of Lender to make a Term Loan the initial Credit Extensions hereunder is subject to the condition precedent that Collateral Agent satisfaction or waiver on or before the date hereof of each of the following conditions: (a) Lender shall have received this Agreement and each Lender shall consent to or shall have receivedof the other agreements, documents, instruments, opinions, reports, approvals, consents, certificates and other items set forth on Lender’s closing document checklist, in each case duly executed by the appropriate party and in form and substance satisfactory to Collateral Agent Lender; (b) since December 31, 2016, no event shall have occurred which has had or could reasonably be expected to have a Material Adverse Effect, as determined by Lender in its Permitted Discretion; (c) Lender shall have received payment of the fees and each Lender Expenses then due pursuant to Section 2.4; (d) Lender shall have determined that immediately after giving effect to (i) the making of the initial Revolving Advances, if any, requested to be made on the date hereof, (ii) the issuance of the initial Letter of Credit, if any, requested to be made on such date, (iii) the payment of all fees due upon such date, (iv) the payment or reimbursement by Borrowers of Lender for all closing costs and expenses incurred in connection with the transactions contemplated hereby, and (v) the payment of all trade payables more than sixty (60) days past due or the making of other payment arrangements satisfactory to Lender with respect to such accounts payable, Borrowers have Excess Availability as of the date of this Agreement of not less than $3,000,000; (e) Lender shall have conducted, or caused to be conducted, and been satisfied with the results of, a field examination of the Collateral; (f) Lender shall have received Enservco’s current financial statements, including audited statements for Enservco’s most recently ended fiscal year, together with an unqualified opinion, and company-prepared consolidated and consolidating balance sheets and income statements through June 30, 2017, in accordance with Section 6.2, and such other updated financial information as Lender may reasonably request; (g) all Indebtedness of Borrower to its Owners shall have been subordinated to the Obligations pursuant to a subordination agreement in form and substance reasonably satisfactory to Lender, ; and (h) the Loan Parties shall have executed and delivered to Lender all such other documents, instruments and completion of such other matters, agreements as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of Bank to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance reasonably satisfactory to Bank, the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a duly executed Success Fee Letter; (e) duly executed original Secured Promissory Notes in favor of the Bank; (f) agreement to provide insurance; (g) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (h) current financial statements of Borrower; (i) [reserved]; (j) completed perfection certificate of Borrower (the “Perfection Certificate”); (k) a landlord’s consent for each of Borrower’s leased locations; (l) a bailee waiver for each location where Borrower maintains Collateral Agent having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000); (m) a Disbursement Letter in the form of Exhibit B-1 attached hereto; (n) a Loan Payment/Advance Request Form in the form of Exhibit B-2 attached hereto; (o) the certificate(s) for the Shares of CytoSorbents Medical, Inc., together with Assignment(s) Separate from certificate(s), duly executed in blank; (p) a pledge agreement and each Lender, other related documents regarding the pledge to the Bank of a perfected security interest in the Shares of the German Sub (it being agreed and understood that the pledge agreement in effect on the Closing Date shall suffice for the purposes of the initial Credit Extension but that such pledge agreement will be revised and/or amended and restated to provide for otherwise substantially the same provisions as the pledge agreement currently in effect but to secure the entire aggregate amount of all of the Term Loans); and (q) such other documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Duly executed original signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableDocuments to which it is a party; (b) duly Duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Control Agreement[s]; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Term Loan Commitment Percentage; (d) the Operating Documents and a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) a Duly executed original signatures to the completed Perfection Certificate Borrowing Resolutions for Borrower and each of its SubsidiariesBorrower; (fe) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) Bank shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (if) Borrower shall have delivered a landlord’s consent executed in favor of Collateral Agent in respect of all legal opinion of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective DateDate together with the duly executed original signatures thereto; (lg) Duly executed original signatures to the guaranty and security agreement (together with the completed Borrowing Resolution) for Guarantor; (h) Borrower shall have delivered evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (mi) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of Bank to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent Bank, each of the following items and completed each Lenderof the following requirements: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) a financing statement (Form UCC-1) with respect to each Borrower; (d) an Affirmation of Unconditional Guaranty of CoaLogix, Inc., in form and substance satisfactory to Bank; (e) a Third Party Security Agreement executed by CoaLogix, Inc., in form and substance satisfactory to Bank; (f) a financing statement (Form UCC-1) with respect to CoaLogix, Inc.; (g) an officer’s certificate of CoaLogix, Inc. with respect to incumbency and resolutions authorizing the execution and delivery of the Affirmation of Unconditional Guaranty and the Third Party Security Agreement; (h) payment of the fees and Bank Expenses then due specified in Section 2.5, which may be debited from any of Borrower’s accounts with Bank; (i) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (j) an audit of the Collateral, the results of which shall be satisfactory to Bank; (k) current financial statements, including audited statements (or such documentsother level required by the Investment Agreement) for Borrower’s most recently ended fiscal year, together with an unqualified opinion (or an opinion qualified only for going concern so long as Borrower’s investors provide additional equity as needed), company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (l) current Compliance Certificate in accordance with Section 6.2; (m) a Borrower Information Certificate; (n) Borrower shall have opened and funded not less than $50,000 in deposit accounts held with Bank; (o) Borrower shall have provided Bank with copies of its most recent hazardous materials reports; and (p) such other documents or certificates, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Control Agreements; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation Delaware and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (gd) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party signatures to the Loan Documents, in a form acceptable to Collateral Agent and the Lenderscompleted Borrowing Resolutions for Borrower; (he) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (if) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a landlord’s consent executed in favor of Collateral Agent in respect of all legal opinion of Borrower’s leased locationscounsel (authority and enforceability) dated as of the Effective Date together with the duly executed original signature thereto; (ji) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇an ▇▇▇▇▇ maintains Collateral having a book value in excess 25 certificate with respect to Borrower’s general liability insurance policy, (ii) an endorsement to Borrower’s general liability insurance policy that names Bank as an additional insured, (iii) an endorsement to Borrower’s property insurance policy that names Bank as lender loss payee and (iv) endorsements to the general liability and property insurance policies of One Hundred Thousand Dollars Borrower stating that the insurer will give Bank at least thirty ($100,000.0030) days prior written notice before any such policy or policies shall be canceled (for any reason other than non-payment of premium); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (mi) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan the initial Credit Extension hereunder is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lenderthe Lenders, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original duly executed signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and a long-form good standing certificates certificate of each Borrower and its Subsidiaries certified by the Secretary of State of Delaware (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction other state in which either Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) a completed Perfection Certificate for secretary’s corporate borrowing certificate of each Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and each resolutions authorizing the execution and delivery of its Subsidiariesthis Agreement and the other Loan Documents to which it is a party; (fd) duly executed signatures to the Annual Projections, completed Borrowing Resolutions for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledgeeach Borrower; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (he) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (if) the Perfection Certificate of each Borrower, together with the duly executed signatures thereto; (g) a landlord’s consent executed in favor of Collateral Agent in respect of all legal opinion (authority and enforceability) of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective DateDate together with the duly executed signature thereto; (lh) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies and endorsements required by Section 6.5 6.4 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (mi) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s Bank's obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Duly executed original signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableDocuments to which it is a party; (b) duly Duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Control Agreement(s); (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Term Loan Commitment Percentage; (d) the Operating Documents and a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) a Duly executed original signatures to the completed Perfection Certificate Borrowing Resolutions for Borrower and each of its SubsidiariesBorrower; (fe) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) Bank shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (if) a landlord’s consent Borrower shall have delivered the Perfection Certificate executed in favor of Collateral Agent in respect of all of by Borrower’s leased locations; (jg) establishment of a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00)lockbox for all accounts receivable; (kh) Borrower shall have delivered a duly executed legal opinion of Borrower's counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective DateDate together with the duly executed original signatures thereto; (li) Borrower shall have delivered evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (mj) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, Projections for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ Borrower dated as of the Effective Date; (lk) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements ; (l) a payoff letter from Hercules in favor of Collateral Agent, for the ratable benefit respect of the Lenders; andExisting Indebtedness; (m) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (n) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) an original duly executed original Control Agreements with respect Warrant in the form mutually agreed to any Collateral Accounts maintained by Bank and Borrower, granting Bank the right to purchase Preferred Stock of Borrower equal (i) to two and one-half of one percent (2.5%) multiplied by the aggregate amount of the Growth Capital Advances, divided by (ii) the applicable Warrant Price (as defined in the Warrant, and as elected by Bank pursuant to the extent required under Section 6.6;terms of the Warrant); and (c) duly executed original Secured Promissory Notes in favor of each Lender according signatures to its Term Loan Commitment Percentagethe Control Agreement; (d) the Borrower’s Operating Documents and a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agencyof the State(s) of Borrower’s Delaware and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct businessCalifornia, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a duly executed original signatures to the Secretary’s Certificate with completed Perfection Certificate Borrowing Resolutions for Borrower and each of its SubsidiariesBorrower; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ig) a landlord’s consent executed in favor of Collateral Agent in respect of all the Perfection Certificate of Borrower’s leased locations, together with the duly executed original signature thereto; (jh) a bailee waiver executed in favor copy of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00)its Investors’ Rights Agreement and any amendments thereto; (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (li) evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (mj) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) a duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signature to the extent required under Section 6.6Warrant; (c) duly executed original Secured Promissory Notes in favor of each Lender according signatures to its Term Loan Commitment Percentageany Control Agreements; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a duly executed original signatures to the completed Perfection Certificate Borrowing Resolutions for Borrower and each of its SubsidiariesBorrower; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens Liens, or have been orbeen, or in connection with the initial Credit ExtensionExtension will be, will be terminated or released; (g) the Perfection Certificate executed by Borrower; (h) a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; (i) a landlord’s consent executed in favor copy of Collateral Agent in respect of all of Borrower’s leased locationsany applicable Registration Rights Agreement and/or Investors’ Rights Agreement and any amendments thereto; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses (or endorsements reflecting the same) in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (mk) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableLoan Party party thereto; (b) a duly executed original Control Agreements Agreement with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6Designated Deposit Account; (c) duly executed original Secured Promissory Notes in favor of each Lender that requests it according to its Term A Loan Commitment Percentage; (d) the Operating Documents of Parent and Borrower and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct do business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its SubsidiariesLoan Party; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge[reserved]; (g) duly executed original officer’s certificate Corporate Certificate for ▇▇▇▇▇▇▇▇ Parent and each Subsidiary that is a party to the Loan DocumentsBorrower, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty forty five (3045) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations[reserved]; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00)[reserved]; (k) a duly executed legal opinion of counsel to ▇B▇▇▇▇▇▇▇ dated as of the Effective Date; (l) a duly executed English legal opinion of counsel to L▇▇▇▇▇▇ dated as of the Effective Date; (m) duly executed Parent Guaranty; (n) duly executed English Security Document; (o) subject to the Post-Closing Letter, evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (p) a payoff letter from OXFORD FINANCE LUXEMBOURG S.À R.▇. in respect of the Existing Indebtedness; and (mq) payment evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofinitial Credit Extension, be terminated.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (gc) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party signatures to the Loan Documents, in a form acceptable to Collateral Agent and the Lenderscompleted Borrowing Resolutions for Borrower; (hd) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or releasedLiens; (ie) the Perfection Certificates of Borrower, together with the duly executed original signatures thereto; (f) a landlordbailee’s consent executed waiver in favor of Collateral Agent in respect of all of Borrower’s leased locationsBank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (lg) evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies and endorsements required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (mh) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.7 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableBorrower; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6Borrower; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its SubsidiariesBorrower; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to Borrower in the Loan Documents, in a form acceptable to Collateral Agent and the Lendersattached hereto as Exhibit E; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all each of Borrower’s leased locationslocations where Borrower maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ Borrower maintains Collateral having a book value in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) evidence that (i) the UCC-1 financing statement in favor of ▇▇▇▇▇ Fargo Bank has been terminated and (ii) the Securities Account Control Agreement referenced in such UCC-1 financing statement has been terminated; and (mn) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension following the Effective Date is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original duly executed signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to establishment of the extent required under Section 6.6Blocked Account; (c) duly executed original Secured Promissory Notes a secretary’s corporate borrowing certificate of US Borrower with respect to such Borrower’s Operating Documents as in favor effect on the Effective Date, incumbency, specimen signatures and Borrowing Resolutions authorizing the execution and delivery of each Lender according this Agreement and the other Loan Documents to its Term Loan Commitment Percentagewhich it is a party; (d) a certificate of the Operating Documents and good standing secretary of Swiss Borrower attaching (i) certificates of Borrower and its Subsidiaries certified issued by the Secretary Registrar of State Companies, (or equivalent agencyii) corporate consents and (iii) copies of Borrower’s the Articles of Incorporation and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective DateBy-laws; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement and other lien filing searches, as Collateral Agent shall Bank may request, accompanied by written evidence (including any UCC termination statements/release documentation) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (f) current excerpt from debt collection register for Swiss Borrower; (g) the Perfection Certificate of each Borrower, together with the duly executed signature thereto; (h) a bailee’s waiver in favor of Bank by Flash Global Logistics, together with the duly executed signatures thereto; (i) a landlordlegal opinion of Bank’s consent executed in favor of Collateral Agent Swiss counsel in respect of all of Borrower’s leased locationsSwiss Borrower (authority/enforceability), in form and substance acceptable to Bank; (j) a bailee waiver executed in favor legal opinion of Collateral Agent Bank’s UK counsel in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value enforceability of the Charge Over Blocked Account and Receivables with respect to Swiss Borrower, in excess of One Hundred Thousand Dollars ($100,000.00)form and substance acceptable to Bank; (k) letter appointing a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Dateprocess agent in England for Swiss Borrower; (l) evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies of US Borrower required by Section 6.5 hereof 6.7 of this Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or and additional insured clauses or endorsements in favor of Collateral Agentand cancellation notice to Bank; (m) with respect to the initial Advance, for the ratable benefit of the Lendersa completed Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrowers’ Accounts); and (mn) payment of the fees and Lenders’ Bank Expenses then due and invoiced by Bank to either Borrower as specified in Section 2.5 2.6 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original duly executed signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Control Agreement(s); (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (di) the Operating Documents and long-form good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State of Delaware and (or equivalent agencyii) a certificate of Borrower’s good standing/foreign qualification of Borrower for Massachusetts, Alabama, Florida, New York, Vermont, Tennessee, New Jersey, North Dakota, Maine, and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct businessMontana, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) a completed Perfection Certificate for secretary’s corporate borrowing certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and each resolutions authorizing the execution and delivery of its Subsidiaries;this Agreement and the other Loan Documents to which it is a party; CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WHERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (he) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (if) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (g) with respect to Advances in which Borrower’s Eligible Inventory is included in the Borrowing Base, a landlordbailee’s consent executed waiver in favor of Collateral Agent Bank for Borrower’s location at LaVergne, Tennessee in respect of a form and substance acceptable to Bank in all respects; (h) a legal opinion (authority and enforceability) of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective DateDate together with the duly executed signature thereto; (li) evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect6.7 hereof, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral AgentBank; (j) with respect to the initial Advance, for the ratable benefit of the Lendersa completed Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts); and (mk) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each Borrower shall have delivered duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableoriginal signatures to the Loan Documents to which it is a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to shall have delivered its Term Loan Commitment Percentage; (d) the Operating Documents and a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) a Borrower shall have delivered duly executed original signatures to the completed Perfection Certificate Borrowing Resolutions for Borrower and each of its SubsidiariesBorrower; (fd) Borrower shall have delivered evidence that (i) the Annual ProjectionsLiens securing Indebtedness owed by Borrower to any party other than the Lender will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, for including without limitation any financing statements and/or control agreements, have or will, concurrently with the current calendar yearinitial Credit Extension, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge;be terminated. (ge) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) Bank shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (if) Borrower shall have delivered the Perfection Certificates executed by Borrower and each Guarantor; (g) Borrower shall have delivered a landlord’s consent executed in favor of Collateral Agent in respect of all legal opinion of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective DateDate together with the duly executed original signatures thereto; (lh) Borrower shall have delivered the duly executed original signatures of each Guarantor to each Guaranty and Security Agreement, together with the Operating Documents and completed Borrowing Resolutions for each Guarantor; (i) Borrower shall have delivered evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (mj) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s Lenders’ obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each LenderAgent, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) Duly executed original signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableDocuments to which it is a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6VCOC Letter Agreement; (c) duly executed original Secured Promissory Notes in favor of each Lender according Right to its Term Loan Commitment PercentageInvest Letter; (d) the Borrower shall have delivered its Operating Documents and a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a Duly executed and completed Perfection Certificate Borrowing Resolutions for Borrower and each of its SubsidiariesBorrower; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ig) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) Borrower shall have delivered evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and; (mh) payment of Borrower shall have paid the fees and Lenders’ Expenses then due as specified in Section 2.5 2.3 hereof; or (i) There has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation The Lenders’ agreement to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Lenders shall have received, in form and substance satisfactory to Collateral Agent and each LenderLenders, such documents, documents and completion of such other matters, as Collateral Agent and each Lender Lenders may reasonably deem necessary or appropriate, including, without limitation, the following: (a) original Loan Documents, each this Agreement duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableparty hereto; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents of Borrower and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction state of organization or formation and each jurisdiction state in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) a completed Perfection Certificate for certificate of the Secretary of Borrower with respect to articles, by-laws, incumbency and each resolutions authorizing the execution and delivery of its Subsidiariesthis Agreement; (fd) Perfection Certificate by Borrower, together with the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledgeduly executed original signature thereto; (ge) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searchessearches with respect to Borrower, as Collateral Agent Lenders shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been orLiens; (f) new Control Agreements covering each of Borrower’s deposit accounts and securities accounts; (g) an amendment to the DDN bailee agreement reflecting Borrower’s current address, in connection duly executed by DDN; (h) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the initial Credit Extension, will be terminated or releasedduly executed original signature thereto; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all copy of Borrower’s leased locationsInvestors’ Rights Agreement and Voting Agreement and any amendments thereto, which Lenders acknowledge have been provided by Borrower prior to the Effective Date; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) Borrower shall have delivered evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for ; (k) duly executed original signature to the ratable benefit of Oxford Warrant; (l) duly executed original signature to the Lenders; andSVB Warrant; (m) duly executed original signature to the GECC Warrant (such Warrant to be issued to GECC’s Affiliate, GE Capital Equity Investments, Inc. at GECC’s direction); (n) payment of the fees and Lenders’ Lenders Expenses then due as specified in Section 2.5 2.4 hereof; (o) a Post-Closing Agreement executed by each party hereto, and (p) such other documents, and completion of such other matters, as Lenders may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, and Warrants in respect of the Term A Loan, each duly executed by ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6or any of its domestic Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the original certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its domestic Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ef) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (fg) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (gh) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (hi) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ij) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locationslocations in California; (jk) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ Borrower or any Subsidiary maintains Collateral having a book value in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000.00); (kl) a duly an executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ Borrower dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and; (mn) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof; and (o) completed SBA Forms 480, 652 and 1031 and the SBIC Side Letter.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ Borrower or any Subsidiary maintains Collateral having a book value in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and; (m) payment of the fees and appropriately itemized Lenders’ Expenses then due as specified in Section 2.5 hereof; and (n) evidence of the occurrence of the CE ▇▇▇▇ Approval Event and the Roche Event, each of which evidence must be in such form and substance as is reasonably acceptable to Collateral Agent and each Lender.

Conditions Precedent to Initial Credit Extension. Each Lender’s Lenders’ obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Lenders shall have received, in form and substance satisfactory to Collateral Agent and each LenderLenders, such documents, and completion of such other matters, as Collateral Agent and each Lender Lenders may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Control Agreements, if any; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and a good standing certificates certificate of each Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the states of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified qualification to conduct business, each do business as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for each Borrower (one set for each Lender); (e) a completed Perfection Certificate to the extent not previously provided to the Collateral Agent, the certificate(s) for Borrower and each of its Subsidiariesthe Shares, together with stock powers, duly executed in blank by the applicable Borrower; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent Lenders shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ig) a to the extent not previously provided to the Collateral Agent, landlord’s consent consents for each of Borrowers’ leased properties executed in favor of Collateral Agent in respect Agent, for the ratable benefit of all the Lenders; (h) a legal opinion of Borrower’s leased locationsBorrowers’ and Guarantors’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (i) two Perfection Certificate(s) executed by Parent (one for each Lender); (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit each Lender; (k) evidence satisfactory to Lenders that Parent has transferred all issued and outstanding Shares in NexMed to a third party which is not an Affiliate of the Lendersany Borrower; and (ml) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each LenderLender in its sole discretion, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ signatures to this Agreement and each Subsidiary, as applicablethe Fee Letter; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6completed Borrowing Resolutions for each Borrower, and a related officer's certificate for each Borrower regarding organizational documents, Borrowing Resolutions and incumbency; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall Lender may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been orLiens; (d) subject to Schedule 1 hereto, duly executed signatures to the IP Security Agreements; (e) subject to Schedule 1 hereto, duly executed signatures to the Collateral Access Agreement(s) for such locations as Lender may require; (f) subject to Schedule 1 hereto, evidence satisfactory to Lender, that the insurance policies and endorsements required by Section 6.7 are in full force and effect; (g) completion of all legal, tax, accounting, business and financial, due diligence concerning Borrowers and their Subsidiaries, in connection each case in scope and with results in all respects satisfactory to Lender in its sole discretion; (h) a Perfection Certificate for each Borrower, together with the initial Credit Extension, will be terminated or releasedduly executed signature thereto; (i) all documentation and other information that Lender reasonably requires in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to include a landlord’s consent duly executed in favor copy of Collateral Agent in respect of all of Borrower’s leased locationsan IRS Form W-9 or other such applicable IRS Forms; (j) a bailee waiver termination of the NDA, duly executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00)by the parties to the NDA; (k) a disbursement letter, duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBorrower Representative; and (ml) payment of the fees and Lenders’ Lender Expenses then due as specified due, subject to the limitation set forth in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s 's obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender Borrower shall consent to or shall have receiveddelivered, in form and substance satisfactory to Collateral Agent and each LenderLenders, such documents, and completion of such other matters, as Collateral Agent and each Lender Lenders may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableoriginal signatures to the Loan Documents to which Borrower is a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Control Agreement[s]; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (gd) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party signatures to the Loan Documents, in a form acceptable to Collateral Agent and the Lenderscompleted Borrowing Resolutions for Borrower; (he) Agent shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (f) a legal opinion of Borrower's and Guarantor's counsel dated as of the Effective Date together with the duly executed original signatures thereto; (g) Borrower shall have delivered the duly executed original signatures to the Guaranty, together with the completed Borrowing Resolutions for Guarantor; (h) Borrower shall deliver the Guarantor's duly executed original signatures to the movable Hypothec; (i) a landlord’s consent duly executed Subordination Agreements executed by the holders of Subordinated Debt in favor of Collateral Agent in respect Agent, for the ratable benefit of all of Borrower’s leased locationsthe Lenders; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (mk) payment of the fees and Lenders’ ' Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each LenderLenders, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ original signatures to this Agreement, the Perfection Certificate of each Borrower and each Subsidiary, as applicablethe other Loan Documents to which Borrower is a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according with a face amount equal to its such Lender’s Term Loan Commitment PercentageCommitment; (c) duly executed original signatures to the Control Agreements with SVB and its Affiliates; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the state of organization or formation and each jurisdiction in which of Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Closing Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, good standing certificates dated as of a date no earlier than thirty (30) days prior to the Effective DateClosing Date to the effect that Borrower is qualified to transact business in all states in which the nature of Borrower’s business so requires; (f) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (g) payoff letters from Bridge Bank, National Association, Venture Lending & Leasing V, Inc. and Venture Lending & Leasing VI, Inc.; (h) evidence that (i) the Liens securing Indebtedness owed by Borrower to each of Bridge Bank, National Association, Venture Lending & Leasing V, Inc. and Venture Lending & Leasing VI, Inc. will be terminated, and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (i) certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ij) a landlord’s consent executed in favor of Collateral Agent in respect of all legal opinion of Borrower’s leased locations; (j) a bailee waiver internal counsel dated as of the Closing Date together with the duly executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00)original signatures thereto; (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective DateRegistration Rights Agreement/Investors’ Rights Agreement or similar equity document and any amendments thereto; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (m) payment of the fees origination fee described in Section 2.4(a) and the Lenders’ Expenses then due as specified described in Section 2.5 hereof2.4(d).

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral the following have been satisfied, all in form and substance reasonably satisfactory to Agent and each Lender shall consent to or Lenders: (a) the parties shall have receivedexecuted and delivered the Loan Documents; (b) To the extent not previously delivered to SVB in connection with the Original Loan Agreement, Borrowers shall have delivered executed one or more Control Agreement(s), in form and substance satisfactory to Collateral Agent Agent, by and each Lenderamong Borrower, such documentsAgent, and completion of such other matters, banks or financial institutions as is necessary for Agent to perfect its security interest in the Domestic Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6Accounts; (c) duly executed original Secured Promissory Notes in favor each Borrower shall have delivered its Operating Documents and a good standing certificate from the Secretary of each Lender according to State of its Term Loan Commitment Percentagejurisdiction of formation; (d) each Borrower shall have delivered a copy of the Operating Documents resolutions of its Board of Directors certified to be a true and good standing certificates of Borrower correct copy by its secretary or other authorized officer, together with incumbency information and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Datespecimen signatures; (e) a completed Perfection Certificate the Leasehold Deeds of Trust for which landlord consents are either not required to permit Borrower to encumber the underlying leasehold interest or for which such landlord consents have been obtained on the Effective Date, shall have been duly executed and each of its Subsidiariesdelivered by Borrower; (f) Agent shall have received the Annual Projections, for the current calendar year, receipt and sufficiency certificates of which Collateral Agent and the Lenders hereby acknowledgeinsurance described in Section 6.5 hereof; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders shall have received an opinion of counsel to Borrowers in form and substance satisfactory to counsel to Agent and Lenders; (h) certified copiesBorrowers shall have paid all documented and invoiced costs and fees, dated as of date no earlier than thirty (30) days prior to the Effective Dateincluding Bank Expenses, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;then due; and (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel Borrowers shall have delivered to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for in addition to the ratable benefit of the Lenders; and (m) payment of the fees documents required in Sections 3.2 and Lenders’ Expenses then due as specified in Section 2.5 hereof3.3, all documents, certificates, and other assurances that Agent or its counsel may reasonably request.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of the L/C Issuer and each Lender to make a Term Loan its initial Credit Extension hereunder is subject to satisfaction of the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitationfollowing conditions precedent: (a) original Loan DocumentsThe Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) if so requested within three Business Days of the Closing Date, a Note executed by the Borrower in favor of each requesting Lender; (iii) a security agreement (the “Security Agreement”), duly executed by the Borrower, covering Financed Hedged Eligible Inventory, and related Swap Contracts, Petroleum Product sales contracts and Receivables therefrom and proceeds thereof as from time to time specified by the Borrower, together with financing statements that the Administrative Agent, in its reasonable opinion, may deem necessary to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, recent financing statement searches in the State of Texas that name the Borrower as debtor, and such other Collateral Documents as the Administrative Agent, in its reasonable opinion, may deem necessary to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that the Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (vi) favorable opinions of ▇▇▇ ▇▇▇▇▇, Esq., General Counsel for the Borrower and PAA, and Fulbright & ▇▇▇▇▇▇▇▇ L.L.P., special Texas and New York counsel to the Borrower and PAA, addressed to the Administrative Agent and each SubsidiaryLender; (vii) the Audited Financial Statements and the Initial Pro Forma Forecasts; (viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Section 4.02(a) and (b) have been satisfied, (B) the Initial Pro Forma Forecasts were prepared in good faith upon assumptions deemed reasonable by the Borrower at the time made, (C) that there has been no event or circumstance since the date of the most recent Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (D) the current PAA Debt Ratings, and (E) the Borrower’s true and correct U.S. taxpayer identification number; and (ix) such other assurances, certificates, documents, consents or opinions as applicable;the Administrative Agent may reasonably require. (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent All consents, licenses and approvals required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extensionexecution, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of delivery and performance by each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as Loan Party and the validity against each Loan Party of the Effective Date (l) evidence satisfactory Loan Documents to Collateral Agent which it is a party shall have been obtained and the Lenders that the insurance policies required by Section 6.5 hereof are shall be in full force and effect. (c) There shall not have occurred during the period from the date of the most recent Audited Financial Statements through and including the Closing Date any event or condition that has had or could reasonably be expected, together with appropriate evidence showing loss payable and/or additional insured clauses either individually or endorsements in favor the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or disputes pending or, to the knowledge of Collateral the Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, for in each case, as agreed in writing by the ratable benefit Borrower, required to be paid on or before the Closing Date shall have been paid. (e) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the Lenders; and (m) payment provisions of the fees and Lenders’ Expenses then due as last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 2.5 hereof4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide the Borrower with a copy of any such notice received by the Administrative Agent.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary, as applicable;; WEST\274507290.5 368986-000135 3 (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ef) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (fg) the Annual Projections, for the current calendar year, year (receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledgeacknowledges); (gh) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (hi) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ij) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locationslocations if either (i) the assets at such location are valued in excess of Two Hundred Thousand Dollars ($200,000.00) in the aggregate or (ii) Borrower’s Books are maintained at any such location; (jk) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ Borrower or any Subsidiary maintains Collateral having a book value in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000.00); (kl) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ Borrower dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (n) a subordination agreement, duly executed by each holder of Subordinated Debt; (o) the Success Fee Agreement; and (mp) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ Borrower dated as of the Effective Date; (lk) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (ml) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each Borrower shall have delivered duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableoriginal signatures to the Loan Documents to which it is a party; (b) Borrower shall have delivered duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Control Agreements; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; Borrower shall have delivered (di) the Operating Documents of Borrower and any Guarantor, and (ii) good standing certificates of for Borrower and its Subsidiaries any Guarantor, certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the state of organization or formation for such entity (and from any other jurisdictions as Bank may reasonably request), in each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each instance as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) a Borrower shall have delivered duly executed original signatures to the completed Perfection Certificate Borrowing Resolutions for Borrower and each of its SubsidiariesBorrower; (fe) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) Bank shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (if) a landlord’s consent Borrower shall have delivered an executed in favor of Collateral Agent in respect of all Perfection Certificate for each of Borrower’s leased locations, any Guarantor, and Centra; (jg) a bailee waiver Borrower shall have delivered the duly executed in favor of Collateral Agent in respect of original signatures to the Guaranties required by Bank, together with the completed Borrowing Resolutions for each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00)Guarantor; (kh) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) Borrower shall have delivered evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies required by both Section 6.5 6.7 hereof and the Guaranties are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; andBank; (mi) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof; (j) Bank shall have received a field exam report of the Collateral, which includes an audit of the proposed Centra Acquisition; (k) the ▇▇▇▇▇ Fargo Lockbox Agreement; (l) certificates representing the shares of capital stock or membership interests (as applicable) of each of Storm Holding Corporation, and Spruce, together with stock powers executed in blank; (m) copies of executed merger agreements relating to the Centra Acquisition; and (n) completion of the Centra Acquisition.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan the initial Credit Extension on or after the Effective Date is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicablesignatures to this Agreement; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6[reserved]; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries[reserved]; (f) the Annual ProjectionsLender Intercreditor Agreement, for together with the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledgeduly executed signatures thereto; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party signatures to the Loan Documents, in a form acceptable to Collateral Agent and the Lenderscompleted Borrowing Resolutions for Borrower; (h) certified copies, dated as of date no earlier than thirty a recent date, searches for Liens (30) days prior to the Effective Dateincluding, of financing statement without limitation, UCC, PPSA, pending litigation, judgment, bankruptcy and other searches), as Collateral Agent shall Lender may request, accompanied by written evidence (including any UCC termination statementsstatements and PPSA financing charge statements (discharges) and other Lien releases) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all the Perfection Certificates of Borrower’s leased locations, together with the duly executed signatures thereto; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00)Intellectual Property search results and completed exhibits to the IP Agreement; (k) a duly executed signatures to the Transition Purchase Agreement and any other documents required by Lender in connection therewith; (l) (i) pro forma consolidated financial statements as to Borrower and its Subsidiaries giving effect to the Transition Purchase Agreement and (ii) forecasts prepared by management of Borrower, each in form acceptable to Lender and consistent with those delivered in connection with the Senior Loan Agreement; (m) a quality of earnings report (covering the prior 2 calendar years) satisfactory to Lender in its sole discretion; provided that Lender hereby agrees that the quality of earnings report received prior to the date hereof is satisfactory for purposes of this Section 3.1(m); (n) a legal opinion (authority and enforceability) of Borrower’s counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective DateDate together with the duly executed original signature thereto; (lo) evidence satisfactory a Notice of Borrowing for the Term Loan Advance in the form attached hereto as Exhibit D; (p) copies of the Senior Loan Documents (duly executed); (q) duly executed signatures to Collateral Agent and the Lenders that the insurance policies required a Warrant to Purchase Common Stock issued by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements Lantronix in favor of Collateral Agent, for the ratable benefit Lender together with a copy of the Lenders; andBorrower’s current capitalization table; (mr) duly executed signatures to a Warrant to Purchase Common Stock issued by Lantronix in favor of INNOVATION CREDIT FUND VIII-A, L.P. together with a copy of Borrower’s current capitalization table; (s) a Control Agreement in favor of Lender covering all of Borrower’s accounts at SVB; (t) payment of the fees and Lenders’ Lender Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableoriginal signatures to this Agreement; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained Equity Pledge Agreement, dated as of the Effective Date, by Borrower to the extent required under Section 6.6and among Morinda Holdings, Inc., as pledgor, Tahitian Noni Beverages (China) Company Limited, as company, and Bank, as pledgee; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries each Guarantor certified by the Secretary of State (or equivalent agency) of Borrower’s and or such Subsidiaries’ Guarantor’s jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary or Guarantor is qualified to conduct business, or the foreign equivalent of such documents for any entity organized outside the United States, each as of a date no earlier than thirty (30) 30 days prior to the Effective Date; (ed) a completed Perfection Certificate for secretary’s certificate of Borrower and each Guarantor with respect to Borrower’s and each Guarantor’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of its Subsidiariesthis Agreement and the other Loan Documents to which it is a party; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (he) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searchessearches with respect to Borrower and each Guarantor, as Collateral Agent shall Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (if) a landlord’s consent the fully executed in favor of Collateral Agent in respect of all Representations and Warranties Certificate of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (lg) evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies and endorsements required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral AgentBank; (h) the IP Agreement, for together with the ratable benefit duly executed original signatures thereto; (i) the Guaranty, together with the duly executed original signatures thereto; (i) a legal opinion, dated as of the LendersEffective Date, of Sichenzia R▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to Borrower and the Guarantors organized within the United States, (ii) a legal opinion, dated as of the Effective Date, of D▇▇▇▇ W▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to Borrower, (iii) a legal opinion, dated as of the Effective Date, of Faegre B▇▇▇▇ D▇▇▇▇▇▇ LLP, counsel to the Guarantors organized within the State of Colorado, (iv) a legal opinion, dated as of the Effective Date, of R▇▇ ▇▇▇▇▇▇▇ & N▇▇▇▇▇▇ P.C., counsel to the Guarantors organized within the State of Utah, and (v) a legal opinion, dated as of the Effective Date, of B▇▇▇▇ & M▇▇▇▇▇▇▇ LLP, counsel to Tahitian Noni Beverages (China) Company Limited, in each case in form and substance satisfactory to Bank; (k) a duly executed payoff letter with respect to the repayment in full of the Indebtedness of Borrower, NABC, Inc., NABC Properties, LLC and New Age Health Sciences, Inc. owed to Siena Lending Group LLC, termination of all agreements related thereto and the release of all Liens granted in connection therewith, with UCC or other appropriate termination statements and documents effective to evidence the foregoing or authorization to file the same; and (ml) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.7 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s 's obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableoriginal signatures to the Loan Documents to which Borrower is a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Control Agreement[s]; (c) duly executed original Secured Promissory Notes in favor of each Lender according in an amount not to its exceed the Term Loan Commitment PercentageLoan; (d) the Operating Documents and a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a duly executed original signatures to the completed Perfection Certificate Borrowing Resolutions for Borrower and each of its SubsidiariesBorrower; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) Lender shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent Lender shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (lg) evidence satisfactory to Collateral Agent and the Lenders Lender that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersLender; and (mh) payment of the fees and Lenders’ Lenders Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableDocuments to which Borrower or any of its Subsdiaries is a party; (b) to the extent required under Section 6.6, duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6Borrower; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the Operating Documents of Borrower and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction state of organization or formation and each jurisdiction state in which Borrower and each Subsidiary is qualified to conduct business, each as of a date good standing certificate to be dated no earlier than thirty (30) days prior to the Effective Date; (e) a completed the Perfection Certificate for Borrower and each of its SubsidiariesBorrower; (f) the Annual Projections, for in form and substance reasonably satisfactory to the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledgeLenders; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan DocumentsBorrower, in a form reasonably acceptable to Collateral Agent and the Lenders; (h) Collateral Agent shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall request, accompanied by such written evidence (including any UCC termination statements) as Collateral Agent requests that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor copy of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00)any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableBorrower; (b) duly executed original Control Agreements with respect in form and substance reasonably satisfactory to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6Agent; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its SubsidiariesBorrower; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s corporate borrowing certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, Borrower in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ Borrower maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation The Lenders’ agreement to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Lenders shall have received, in form and substance satisfactory to Collateral Agent and each LenderLenders, such documents, documents and completion of such other matters, as Collateral Agent and each Lender Lenders may reasonably deem necessary or appropriate, including, without limitation, the following: (a) original Loan Documents, each this Agreement duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableparty hereto; (b) duly executed original Control Agreements a certificate of the Secretary of Borrower with respect to any Collateral Accounts maintained by Borrower to articles, by-laws, incumbency and resolutions authorizing the extent required under Section 6.6execution and delivery of this Agreement; (c) Perfection Certificate by Borrower, together with the duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentagesignature thereto; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searchessearches with respect to Borrower, as Collateral Agent Lenders shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ie) a landlord’s consent Disbursement Letter duly executed in favor of Collateral Agent in respect of all of Borrower’s leased locationsby each party thereto; (jf) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars account control agreements for deposit accounts and securities accounts ($100,000.00SVB and State Street Bank); (kg) a duly executed legal opinion of Borrower’s counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective DateDate together with the duly executed original signature thereto; (lh) a copy of Borrower’s Investors’ Rights Agreement and Voting Agreement and any amendments thereto; (i) Borrower shall have delivered evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for ; (j) duly executed original signature to the ratable benefit of Oxford Warrant; (k) duly executed original signature to the Lenders; andSVB Warrant; (l) duly executed original signature to the GEBFS Warrant; (m) payment of the fees and Lenders’ Lenders Expenses then due as specified in Section 2.5 2.4 hereof; (n) Certificate of Foreign Qualification (for California); (o) Certificate of Good Standing/Legal Existence (Delaware); and (p) such other documents, and completion of such other matters, as Lenders may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ Borrower dated as of the Effective Date; (lj) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (k) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; and (ml) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan the initial Credit Extension hereunder is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lenderthe Lenders, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original duly executed signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Warrant, together with a capitalization table of Borrower; (c) duly executed original Secured Promissory Notes in favor of each Lender according signatures to its Term Loan Commitment Percentagethe Control Agreements; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation Delaware and each jurisdiction other state in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for secretary’s corporate borrowing certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and each resolutions authorizing the execution and delivery of its Subsidiariesthis Agreement and the other Loan Documents to which it is a party; (f) duly executed signatures to the Annual Projections, completed Borrowing Resolutions for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledgeBorrower; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, subordination agreement by Puissance Life Science Opportunities Fund VI in a form acceptable to Collateral favor of Agent and the Lenders, together with the duly executed signatures thereto and copies of the underlying documents evidencing Borrower’s Indebtedness with such Person; (h) a subordination agreement by Amplity, Inc. in favor of Agent and the Lenders, together with the duly executed signatures thereto and copies of the underlying documents evidencing Borrower’s Indebtedness with such Person; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ij) a landlord’s consent executed in favor of Collateral Agent in respect of all the Perfection Certificate of Borrower’s leased locations; (j) a bailee waiver , together with the duly executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00)signatures thereto; (k) a duly executed legal opinion (authority and enforceability) of Borrower’s counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective DateDate together with the duly executed signature thereto; (l) evidence satisfactory to Collateral Agent and the Lenders and Agent that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s Bank's obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such the following documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) Duly executed original signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableDocuments to which it is a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to shall have delivered its Term Loan Commitment Percentage; (d) the Operating Documents and a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) a Duly executed original signatures to the completed Perfection Certificate Borrowing Resolutions for Borrower and each of its SubsidiariesBorrower; (fd) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) Bank shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ie) Borrower shall have delivered a landlord’s 's consent executed in favor of Collateral Agent Bank in respect of all of Borrower’s leased locationsthe form attached hereto as Exhibit C; (jf) Borrower shall have delivered a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of Borrower's counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective DateDate together with the duly executed original signatures thereto; (lg) Borrower shall have delivered evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (mh) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan the initial Credit Extension hereunder is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lenderthe Lenders, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original duly executed signatures to the Exchange Agreement and the Lender Intercreditor Agreement; (b) duly executed signatures to the Loan Documents, each ; (c) duly executed by signatures to the completed Borrowing Resolutions for B▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement Lien searches (including, without limitation, UCC searches), as Collateral Agent shall requestmay request in writing to Borrower, accompanied by written evidence (including any UCC termination statementsstatements and other Lien releases) that the Liens indicated in any such financing statements or other filings either constitute Permitted Liens or have been or, in connection with the initial Credit ExtensionExtension hereunder, will be terminated or released; (ie) a landlord’s consent executed in favor the Perfection Certificate of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where B▇▇▇▇▇▇▇▇ maintains Collateral having a book value , together with the duly executed signatures thereto, as approved in excess of One Hundred Thousand Dollars ($100,000.00)writing by each Lender; (kf) a duly executed legal opinion (authority and enforceability) of counsel to B▇▇▇▇▇▇▇▇ ’s counsel dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements the duly executed signature thereto, subject to waiver in favor of Collateral writing by Agent, for the ratable benefit of the Lenders; and; (mg) payment of the fees and Lenders’ Expenses then due due; (h) Satisfaction of all conditions precedent to the Closing as specified set forth in the Business Combination Agreement, as may be amended from time to time; (i) Closing and consummation of the Company Merger and substantially all other transactions contemplated under the Business Combination Agreement; (j) Closing and consummation of the Loan Exchange and the Warrant Exchange (each as defined in the Exchange Agreement) including, without limitation, the issuance of the Distributed Shares (as defined in the Exchange Agreement) to the Term A Lenders in the manner described in the Exchange Agreement and the issuance of the additional shares described in Section 2.5 hereof1.7 of the Exchange Agreement to S▇▇▇▇▇ Nominee (as defined in the Exchange Agreement); (k) the Term B Lender shall have exercised its rights in connection with the Equity Purchase Option under the Existing Credit Agreement (as defined in the Exchange Agreement).

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan the Initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: : (a) original duly executed signatures to this Agreement and the other Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; ; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6; Warrants, together with a capitalization table and copies of Borrower’s equity documents, including without limitation, documents related to Borrower’s Series C financing; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Borrower’s Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty ten (3010) days prior to the Effective Date; ; (d) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) a duly executed signatures to the completed Perfection Certificate Borrowing Resolutions for Borrower and each of its Subsidiaries; Borrower; (f) certified copies of financing statement searches dated within the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than last thirty (30) days prior to the Effective Date, of financing statement searchesdays, as Collateral Agent shall Lender may request, accompanied by written evidence (including any UCC termination statements) that the any Liens indicated in any such financing statements either constitute Permitted Liens or have been orLiens; (g) the Perfection Certificate of Borrower, in connection together with the initial Credit Extension, will be terminated or released; duly executed signature thereto; (ih) a landlord’s consent executed in favor of Collateral Agent in respect of all Lender for each of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains locations containing Collateral having a book value in excess of One Hundred Fifty Thousand Dollars ($100,000.0050,000); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of , by the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effectrespective landlord thereof, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lendersduly executed original signatures thereto; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.i)

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the Credit Extensions in respect of Tranche 1, Tranche 2 and Tranche 3 is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance reasonably satisfactory to Collateral Agent and each LenderBank, such documents and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including the following: (a) this Agreement duly executed by each Obligor; (b) each Security Document duly executed by the relevant Obligor and any ancillary notices, filings or other documents required therein, save those required to be delivered after the date of the relevant Security Document (in each case as set out therein); (c) a certificate duly signed by two managing directors of the Guarantor with respect to its constitutional documents, authorised signatories and resolutions (managing and supervisory board or equivalent corporate bodies (to the extent required) authorising the execution and delivery of any Loan Documents to which Guarantor is a party; (d) a certificate duly signed by two managing directors (Geschäftsführer) of Borrower with respect to its constitutional documents, authorised signatories and resolutions (managing and supervisory board and general meeting of shareholders or equivalent corporate bodies) (to the extent required) authorising the execution and delivery of this Agreement and the other Loan Documents to which Borrower is a party; (e) a Perfection Certificate for each Obligor signed by a Responsible Officer; (f) subordination agreements in the form required by Bank in respect of any shareholder, director, officer or intra-group loan to an Obligor or any loan from a secured creditor (other than Bank) to an Obligor together with the duly executed original signatures thereto; (g) a legal opinion of Borrower’s German counsel (authority) in respect of Borrower delivered to Bank on or about the date of this Agreement; (h) a legal opinion of Bank’s German counsel (enforceability) delivered to Bank on or about the date of this Agreement; (i) a legal opinion of Borrower’s Dutch counsel (authority) in respect of Guarantor delivered to Bank on or about the date of this Agreement; (j) a legal opinion of Bank’s Dutch counsel (enforceability) in respect of the Guarantor delivered to Bank on or about the date of this Agreement; (k) evidence satisfactory to Bank that the insurance policies required by Clause 6.4 (Insurance) are in full force and effect, together with, in respect of non-German insurance policies only, appropriate evidence showing Bank as first loss payee and/or additional insured clauses or endorsements in favour of Bank; (l) payment of the fees and Bank Expenses then due and payable; (m) signed consent for Bank to: (i) use Borrower’s logo; (ii) use a tombstone to highlight the transaction; and (iii) issue a press release in a form acceptable to Borrower and Bank highlighting and summarising the credit facilities extended by Bank to Borrower under this Agreement, for marketing purposes; and (n) such other documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed appropriate and notified by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower the Bank to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary date of State (or equivalent agency) signing of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofthis Agreement.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of Bank to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent Bank, the following: (a) this Agreement, duly executed by Borrower on the Closing Date and delivered on the Closing Date; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement, dated as of the Closing Date and delivered on the Closing Date; (c) UCC National Form Financing Statement to be filed on the Closing Date; (d) duly executed original Secured Promissory Notes in favor of the Bank, dated as of the Funding Date of the initial Credit Extension and delivered on such Funding Date; (e) agreement to provide insurance, dated as of the Closing Date and delivered on the Closing Date; (f) payment of the fees and Bank Expenses then due specified in Section 2.6 hereof; (g) current financial statements of Borrower delivered on or prior to the Closing Date; (h) completed perfection certificate of Borrower (the “Perfection Certificate”), dated as of the Closing Date and delivered on the Closing Date; (i) a Disbursement Letter in the form of Exhibit B-1 attached hereto with respect to any Term Loan being disbursed and a Revolving Loan Advance Request in the form of Exhibit B-2 attached hereto with respect to any Revolving Advance being disbursed, delivered on the date of such initial Credit Extension and dated as of such date; (j) a Loan Payment/Advance Request Form in the form of Exhibit B-3 attached hereto, dated as of the date of such initial Credit Extension and delivered on such date; (k) account control agreements in favor of the Bank, and in such form and substance as are reasonably acceptable to the Bank, with respect to each Lenderof Borrower’s accounts maintained with ▇▇▇▇▇ Fargo Bank and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (l) the certificate(s) for the Shares of each of Borrower’s Subsidiaries, together with Assignment(s) Separate from Certificate, duly executed in blank, delivered on the Closing Date to the Bank; (m) such other documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s Bank's obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent it receive the agreements, documents and each Lender shall consent to or shall have receivedfees it requires, all in form and substance satisfactory to Collateral Agent Bank, including (without limitation) the following: (a) this Agreement; (b) such intellectual property security agreements and each Lenderevidence of the filing thereof as Bank may require; (c) a certificate of the Secretary or of other applicable duly appointed manager, officer, or other official of Borrower and any Guarantor (as well as any constituent party of any Guarantor) with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which Borrower or any Guarantor is a party; (d) financing statements from Borrower (Form UCC-1); (e) one or more insurance certificates from Borrower; (f) receipt by Bank of a satisfactory collateral audit, acceptable to Bank in its sole discretion; (g) a guaranty agreement executed and delivered by the Guarantor and in form and substance satisfactory to Bank; (h) evidence satisfactory to Bank that Borrower has received proceeds of the issuance of not less than $500,000.00 in convertible Subordinated Debt to Guarantor (in addition to convertible debt issued by Borrower through August 31, 2002); (i) a subordination agreement from the Guarantor, which subordination agreement must be in form and substance satisfactory to Bank; (j) evidence of payment in full (contemporaneous with the initial Credit Extension) of all indebtedness owing to MRA Systems, Inc., d/b/a GE Access and the release of all liens securing the same; (k) evidence of the release or subordination of all liens securing indebtedness owing to the Guarantor or others; (l) payment of the Commitment Fee and the Bank Expenses then due; and (m) such other documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, Borrower shall have used its commercially reasonable efforts to deliver such landlord lien waiver as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofBank may require.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender Borrower shall consent to or shall have receiveddelivered, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableoriginal signatures to the Loan Documents to which it is a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Control Agreement(s); (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment PercentageNotes; (d) the its Operating Documents and good standing certificates (or equivalents) of Borrower and its Subsidiaries certified by the Secretary of State of the State of Washington (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction other states and/or jurisdictions in which Borrower and each Subsidiary is qualified to conduct do and or doing business, each if any) as of a date no earlier than thirty (30) days prior to the Effective Closing Date; (e) a duly executed original signatures to the completed Perfection Certificate Borrowing Resolutions for Borrower and each of its SubsidiariesBorrower; (f) a legal opinion of Borrower’s counsel, addressed to Lender, dated as of the Annual ProjectionsClosing Date, for together with the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledgeduly executed original signatures thereto; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ih) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations, except the Excluded Location; (ji) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ Borrower or any Subsidiary maintains Collateral (excluding Clinical Testing Assets) having a book value in excess of One Five Hundred Thousand Dollars ($100,000.00500,000.00); (j) the Perfection Certificate executed by Borrower; (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as payoff letter in respect of the Effective DateExisting Indebtedness; (l) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (m) the Vulcan Subordination Agreement, duly executed by each of the parties thereto; (n) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (mo) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Control Agreements, if any; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Borrower’s Operating Documents and a good standing certificates certificate of each Borrower and its Subsidiaries certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (or equivalent agency30) days prior to the Effective Date, together with certificates of Borrower’s and such Subsidiaries’ foreign qualification from each applicable jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each dated as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the Secretary’s Certificate with completed Borrowing Resolutions for each Borrower; (e) a completed Perfection Certificate for Borrower and each the Subordination Agreement by ▇▇▇▇▇▇ Medical Inc., in favor of its SubsidiariesBank, together with the duly executed original signatures thereto; (f) the Annual ProjectionsPerfection Certificate of each Borrower, for together with the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledgeduly executed original signatures thereto; (g) duly executed original officera landlord’s certificate consent in favor of Bank for ▇ ▇▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents▇▇▇▇▇▇, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies▇▇▇▇▇ ▇▇▇, dated as of date no earlier than thirty (30) days prior to the Effective Date▇▇▇▇▇▇▇, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of , by the Effective Daterespective landlord thereof, together with the duly executed original signatures thereto; (lh) a bailee’s/warehouseman’s waiver executed by each bailee, if any, of Borrower as required by Bank, in favor of Bank; (i) evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit Bank; (j) satisfactory review/confirmation by Bank of the LendersAmended Disclosure Statement and the executed Plan of Reorganization (including, without limitation, the ▇▇▇▇▇▇ Settlement Documents); (k) an officer’s certificate from a Responsible Officer, certifying the Borrower has substantially consummated the Plan of Reorganization; (l) evidence satisfactory to Bank of an approved settlement agreement with ▇▇▇▇▇▇ Medical Inc.; (m) the completion of the Initial Audit; (n) pro-forma balance sheet and income statement of Borrower after giving effect to the bankruptcy settlement with ▇▇▇▇▇▇ Medical, Inc., the Litigation Reversal and the Plan of Reorganization; and (mo) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each LenderLenders, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ original signatures to this Agreement, the Perfection Certificate and each Subsidiary, as applicablethe other Loan Documents to which Borrower is a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according with a face amount equal to its such Lender’s Term Loan Commitment PercentageCommitment; (c) duly executed original signatures to the Control Agreements with HSBC Bank Canada and the Bank of Montreal; (d) the Operating Documents of each Borrower certified as true, correct and good standing certificates complete by a responsible officer of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of each Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for certificates of status dated as of the Closing Date to the effect that Borrower is incorporated, amalgamated or continued under the laws of the Province of Ontario and each of its Subsidiariesis not dissolved; (f) a duly executed original signatures to the Annual Projections, completed Borrowing Resolutions for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledgeBorrower; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenderspayoff letter from Bank of Montreal; (h) evidence that (i) the Liens securing Indebtedness owed by Borrower to Bank of Montreal will be terminated, and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements, registration statements under the PPSA, and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC and PPSA termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ij) a landlord’s consent executed in favor of Collateral Agent in respect of all legal opinion of Borrower’s leased locations; (j) a bailee waiver counsel dated as of the Closing Date together with the duly executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00)original signatures thereto; (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (ml) payment of the fees and Lenders’ Expenses then due as specified described in Section 2.5 hereof2.4(d).

Conditions Precedent to Initial Credit Extension. Each Lender’s Bank's obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Duly executed original signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableDocuments to which it is a party; (b) duly Duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower signatures to the extent required under Section 6.6Control Agreement[s]; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Term Loan Commitment Percentage; (d) the Operating Documents and a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) a Duly executed original signatures to the completed Perfection Certificate Borrowing Resolutions for Borrower and each of its SubsidiariesBorrower; (fe) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) Bank shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (if) Borrower shall have delivered a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of Borrower's counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective DateDate together with the duly executed original signatures thereto; (lg) Duly executed original signatures to the ratification of guaranty and security agreement (together with the completed Borrowing Resolution) for Guarantor; (h) Borrower shall have delivered evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (mi) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6[reserved]; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation incorporation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each dated as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) duly executed original signature to a completed Perfection Certificate for Borrower and each of its Subsidiariespayoff letter from Comerica Bank (the “Prior Lender”); (f) evidence that (i) the Annual ProjectionsLiens securing Indebtedness owed by Borrower to Prior Lender will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, for including without limitation any financing statements and/or control agreements, have or will, concurrently with the current calendar yearinitial Credit Extension, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledgebe terminated; (g) duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ih) a landlord’s consent executed in favor of Collateral Agent in respect of all the Perfection Certificate of Borrower’s leased locations, together with the duly executed original signature thereto; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective Date (li) evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (mj) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof; provided, however, that the good faith deposit paid by Borrower to Bank prior to execution of this Agreement equal to Thirty Thousand Dollars ($30,000.00) shall be credited against the fees and Bank Expenses payable to Bank in connection with the initial Credit Extension or, if such fees and Bank Expenses are less than Thirty Thousand Dollars ($30,000.00), shall be credited against any future fees payable to Bank hereunder after the date of the initial Credit Extension.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender Borrower shall consent to or shall have receiveddelivered, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableoriginal signatures to the Loan Documents to which it is a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (c) completed Borrowing Resolutions for Borrower; (d) either (i) an Acknowledgement/Ratification duly executed by the Trustee under the Indenture in favor of Bank confirming that the Obligations constitute “Designated Senior Indebtedness” as defined in the Indenture or (ii) evidence that Borrower’s indebtedness under the Convertible Senior Subordinated Notes has been or, upon the application of the proceeds of the initial Credit Extension to be made hereunder will be, satisfied in full and that the Indenture has been terminated; provided that, in order to satisfy this subsection 3.1(d) by compliance with clause (ii) hereof then, after giving effect to such initial Credit Extension (x) no Default or Event of Default shall then exist and (y) Borrower shall have provided evidence satisfactory to Bank that it shall remain in pro forma compliance with the financial covenants set forth in Section 6.9 at all times during the ninety (90) day period following the date of the initial Credit Extension; (e) a completed Perfection Certificate for Borrower payoff letter or some other evidence of the termination of that certain Revolving Credit Agreement, dated as of October 3, 2003, by and each of its Subsidiariesamong Axcelis Technologies, Inc. the financial institutions party thereto and ABN Amro Bank, N.V., as agent; (f) evidence that (i) the Annual ProjectionsLiens securing Indebtedness owed by Borrower to ABN Amro Bank, for the current calendar yearN.V., receipt as agent and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (g) duly executed original officer’s certificate for ▇▇The Equitable-Crow ▇▇▇▇▇▇ Center Austin Company have been or will be terminated and each Subsidiary that is a party to (ii) the Loan Documentsdocuments and/or filings evidencing the perfection of such Liens, in a form acceptable to Collateral Agent and including without limitation any financing statements and/or control agreements, have or will, concurrently with the Lenders;initial Credit Extension, be terminated. (hg) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (h) the Perfection Certificates executed by Borrower and each Guarantor; (i) a landlord’s landlords’ consent executed in favor of Collateral Agent in respect of all by the landlords of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ locations in favor of Bank; (j) a legal opinion of Borrower’s counsel dated as of the Effective DateDate together with the duly executed original signatures thereto; (k) the duly executed original signatures to each Guaranty, each Guarantor Security Agreement, the Pledge Agreements, and the Negative Pledge, together with the completed Borrowing Resolutions for Guarantor; (l) evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (m) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicableEvidence of the occurrence of the Trigger Event; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower to Completion of the extent required under Section 6.6Initial Audit; (c) Borrower shall have delivered duly executed original Secured Promissory Notes in favor of each Lender according signatures to its Term the Loan Commitment PercentageDocuments to which it is a party; (d) Borrower shall have delivered duly executed original signatures to the Control Agreement[s]; (e) Borrower shall have delivered its Operating Documents and a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (of the State of Wyoming or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct businessMaryland, each as applicable, as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) Borrower shall have delivered duly executed original signatures to the Annual Projections, completed Borrowing Resolutions for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledgeBorrower; (g) Borrower shall have delivered the Subordination Agreement duly executed original officer’s certificate for ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, by __________ in a form acceptable to Collateral Agent and the Lendersfavor of Bank; (h) Borrower shall have delivered a payoff letter from Chevy Chase Bank; (i) Bank shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ij) a Borrower shall have delivered the Perfection Certificates executed by Borrower; (k) Borrower shall have delivered landlord’s consent consents executed by Borrower and the applicable landlord in favor of Collateral Agent in Bank with respect of all to each of Borrower’s leased locations; (jl) Borrower shall have delivered a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where ▇▇▇▇▇▇▇▇ maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of Borrower’s counsel to ▇▇▇▇▇▇▇▇ dated as of the Effective DateDate together with the duly executed original signatures thereto; (lm) Borrower shall have delivered evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (mn) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.