Common use of Minimum Cash Clause in Contracts

Minimum Cash. Borrower shall maintain at all times at least $250,000 in unrestricted cash in its accounts at Bank. At all times on and after any repayment is made on the Subordinated Debt incurred by Borrower on or after September 7, 2018 pursuant to certain Term Notes issued by Borrower in the aggregate principal amount of $941,176, Borrower shall maintain at all times at least $500,000 in unrestricted cash in its accounts at Bank. 3. Exhibit D to the Agreement is replaced in its entirety with the Exhibit D separately provided by Bank to Borrower. The parties agree and acknowledge that the financial covenants for the quarters ended June 30, 2018 and September 30, 2018 have previously been established as set forth on Exhibit D and the covenant for the June 30, 2018 quarter was satisfied. This Amendment establishes the reporting and financial covenants for the quarter ending on December 31, 2018. 4. Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment, and no Event of Default has occurred and is continuing. 5. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement. 6. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original hereof. 7. As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following: (a) payment of an amendment fee in the amount of $2,500 plus all Bank Expenses incurred through the date of this Amendment; and (b) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Minimum Cash. So long as the Secured Obligations are outstanding, Borrower shall maintain at all times shall, as of any date, have at least the Threshold Amount of unrestricted, unencumbered Cash in one or more Deposit Accounts subject to an Account Control Agreement in favor of Agent. Notwithstanding anything herein to the contrary, through and until the Term Loan Maturity Date, the “Threshold Amount” as defined herein shall be $250,000 in unrestricted cash in its accounts at Bank. At all times on and after any repayment is made on the Subordinated Debt incurred by Borrower on or after September 7, 2018 pursuant to certain Term Notes issued by Borrower in the aggregate principal amount 0.” Within five (5) days following receipt of $941,176an invoice, Borrower shall maintain at all times at least $500,000 pay the Agent’s reasonable out-of-pocket costs, including reasonable attorneys’ fees, incurred in unrestricted cash in its accounts at Bank. 3connection with the LSA. Exhibit D Except to the Agreement is replaced extent of this Amendment, the LSA shall remain unaltered and in its entirety with the Exhibit D separately provided by Bank to Borrower. The parties agree full force and acknowledge that the financial covenants for the quarters ended June 30, 2018 and September 30, 2018 have previously been established as set forth on Exhibit D and the covenant for the June 30, 2018 quarter was satisfiedeffect. This Amendment establishes shall not be a waiver of any existing default or breach of a covenant unless specified herein. This Amendment shall be limited precisely as written and shall not be deemed (a) to be a waiver or modification of any other term or condition of the reporting LSA or of any other instrument or agreement referred to therein or to prejudice any right or remedy which Lender may now have or may have in the future under or in connection with the LSA or any instrument or agreement referred to therein; or (b) to be a consent to any future amendment or modification of any instrument or agreement the execution and financial covenants delivery of which is consented to hereby, or to any waiver of any of the provisions thereof. The Borrower acknowledges and agrees that it remains obligated to pay all principal, interest, reimbursement obligations, fees, and other amounts owing to the Agent and Lender under and in respect of the Loan Documents when due and payable in accordance with the terms thereof. The Borrower hereby acknowledges and agrees that as of the date hereof, the Borrower has outstanding Secured Obligations to the Agent and the Lender which include indebtedness to the Agent and Lender in an aggregate outstanding principal amount equal to $28,565,748.86 plus accrued interest and fees. The Borrower hereby acknowledges and agrees that, to the best of its knowledge as of the date hereof, the liens and security interests granted in favor of the Agent and/or the Lender under the terms of the Loan Documents are perfected, effective, enforceable, and valid and such liens and security interests are, in each case, a first priority lien and security interest subject to Permitted Liens. Notwithstanding the foregoing, each of the Agent and the Lender acknowledges and agrees that Borrower is not responsible for perfecting or ensuring such liens are effective and enforceable. The Borrower hereby acknowledges and agrees that as of the quarter ending on December 31date hereof: (a) it does not have any claim or cause of action related to the LSA, 2018. 4the Loan Documents or any other agreement between or among Borrower, the Agent and/or the Lender against the Agent or the Lender (or any of their respective directors, officers, employees, agents, subsidiaries, affiliates, attorneys, attorneys’ consultants, predecessors, successors or assigns); (b) it does not have any offset right, counterclaim, or defense of any kind against the Secured Obligations or any portion thereof; and (c) each of the Agent and the Lender has heretofore properly performed and satisfied in a timely manner all of its obligations and commitments to the Borrower. Borrower represents For and warrants that in consideration of the representations and warranties agreements contained in this Amendment and other good and valuable consideration, the Agreement are true Borrower unconditionally and correct irrevocably releases, waives, and forever discharges each of the Agent and the Lender, together with their respective predecessors, successors, assigns, subsidiaries, affiliates, agents, employees, directors, officers, attorneys and attorneys’ consultants (collectively, the “Released Parties”), from the following, in each case only as related to the LSA, the Loan Documents and any other agreement between or among Borrower, the Agent and/or the Lender: (x) any and all liabilities, obligations, duties, promises, or indebtedness of any kind (if any) of the Released Parties to the Borrower or any of its affiliates, which existed, arose, or occurred at any time from the beginning of the world to the date of this Amendment, and no Event (y) all claims, offsets, causes of Default has occurred and is continuing. 5. Unless otherwise definedaction, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver ofsuits, or as an amendment ofdefenses of any kind whatsoever (if any), which the Borrower or any right, powerof its affiliates might otherwise have against the Released Parties, or remedy any of Bank under them, in either case (x) or (y) on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance, or matter of any kind, which existed, arose, or occurred at any time from the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement. 6. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation beginning of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original hereof. 7. As a condition world to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following: (a) payment of an amendment fee in the amount of $2,500 plus all Bank Expenses incurred through the date of this Amendment; and (b) such other documents. Notwithstanding anything to the contrary herein, the Borrower does not hereby release, waive, or forever discharge the Released Parties from any claims, offsets, causes of action, suits or defenses of any kind relating to any conduct or action by the Agent or Lender that is illegal under federal, state or local law. Without limitation, each party hereto acknowledges that it has been advised by its attorneys concerning, and completion is familiar with, the California Civil Code Section 1542. Section 1542 of such other matters, the California Civil Code provides as Bank may reasonably deem necessary or appropriate.follows:

Minimum Cash. Borrower shall maintain at all times at least $250,000 maintain with Bank or Bank’s affiliates (subject to control agreements in form and content reasonably acceptable to Bank), unrestricted cash in its accounts at Bank. At all times on and after any repayment is made on the Subordinated Debt incurred by Borrower on or after September 7, 2018 pursuant to certain Term Notes issued by Borrower in the a minimum aggregate principal amount of Twenty Million Dollars ($941,176, Borrower shall maintain at all times at least $500,000 in unrestricted cash in its accounts at Bank20,000,000).” 3. Exhibit D to the Agreement hereby is replaced in its entirety with the Exhibit D separately provided by Bank to Borrower. The parties agree and acknowledge that the financial covenants for the quarters ended June 30, 2018 and September 30, 2018 have previously been established as set forth on Exhibit D and the covenant for the June 30, 2018 quarter was satisfied. This Amendment establishes the reporting and financial covenants for the quarter ending on December 31, 2018attached hereto. 4. Borrower represents and warrants that No course of dealing on the representations and warranties contained part of Bank or its officers, nor any failure or delay in the Agreement are true and correct exercise of any right by Bank, shall operate as of the date of this Amendmenta waiver thereof, and no Event any single or partial exercise of Default has occurred any such right shall not preclude any later exercise of any such right. Bank’s failure at any time to require strict performance by a Borrower of any provision shall not affect any right of Bank thereafter to demand strict compliance and is continuingperformance. Any suspension or waiver of a right must be in writing signed by an officer of Bank. 5. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement. 6. This Amendment may be executed Borrower represents and warrants that the Representations and Warranties contained in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid Agreement are true and binding obligation correct as of the party executing (or on whose behalf such signature date of this Amendment, and that no Event of Default has occurred and is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original hereofcontinuing. 7. As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following: (a) payment this Amendment, duly executed by Borrower; (b) a Certificate of an amendment the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Amendment; (c) a renewal fee in the amount of $2,500 plus 18,750, which may be debited from any of Borrower’s accounts; (d) an Affirmation of Security Agreement and Guaranty, executed by each of Borrower’s subsidiaries, in substantially the forms attached hereto; (e) all Bank Expenses incurred through the date of this Amendment, which may be debited from any of Borrower’s accounts; and (bf) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate. 8. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

Minimum Cash. Borrower shall maintain at all times at least $250,000 in unrestricted cash in its accounts at Bank. At all times on and after any repayment is made on the Subordinated Debt incurred by Borrower on or after September 7, 2018 pursuant to certain Term Notes issued by Borrower in the aggregate principal amount of $941,176, Borrower shall maintain at all times at least $500,000 in unrestricted cash in its accounts at Bank. 34. Exhibit D to the Agreement is replaced in its entirety with the Exhibit D separately provided by attached hereto. 5. Bank to hereby accepts Borrower. The parties agree and acknowledge that the financial covenants ’s updated Financial Plan for the quarters ended June 30, 2018 and fiscal year ending September 30, 2018 have previously been established as set forth on 2017, and Exhibit D and E to the covenant for the June 30, 2018 quarter was satisfied. This Amendment establishes the reporting and financial covenants for the quarter ending on December 31, 2018Agreement is replaced in its entirety with Exhibit E attached hereto. 46. Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing. 57. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement. 68. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original hereof. 79. As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following: (a) the original signed Amendment duly executed by Borrower; (b) payment of an amendment fee in the amount of $2,500 plus all Bank Expenses incurred through the date of this Amendment; and (bc) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Minimum Cash. Borrower shall maintain at all times at least $250,000 in unrestricted cash in its accounts at Bank. At all times on and after any repayment is made on the Subordinated Debt incurred by Borrower on or after September 7, 2018 pursuant to certain Term Notes issued by Borrower in the aggregate principal amount of $941,176, Borrower shall maintain at all times at least $500,000 in unrestricted cash in its accounts at Bank. 34. Exhibit D to the Agreement is replaced in its entirety with the Exhibit D separately provided by Bank attached hereto. 5. Exhibit E to Borrower. The parties agree and acknowledge that the financial covenants Agreement is replaced in its entirety with the Exhibit E attached hereto, with revised amounts for the quarters ended June 30, 2018 and quarter ending September 30, 2018 have previously been established as set forth on 2016 reflected in the attached Exhibit D and the covenant for the June 30, 2018 quarter was satisfied. This Amendment establishes the reporting and financial covenants for the quarter ending on December 31, 2018.E. 46. Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuingcontinuing (other than the Covenant Default). 57. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement. 68. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original hereof. Notwithstanding the foregoing, Borrower shall deliver all original signed documents no later than ten (10) Business Days following the date of execution. 79. As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Amendment, duly executed by Borrower; (b) payment of a waiver fee equal to $2,000, plus an amendment fee in the amount of $2,500 plus equal to all Bank Expenses incurred through the date of this Amendment; and (bc) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Minimum Cash. Borrower shall maintain a balance of Cash at all times at least $250,000 Bank of not less than the applicable amount for each period set forth in unrestricted the following table, as cash collateral with respect to the Obligations, which cash may be applied by Bank in its accounts at Bank. At all times on payment of interest accrued with respect to the Obligations, and after any repayment is made on the Subordinated Debt incurred amount of which cash shall be replenished by Borrower on or after September 7, 2018 pursuant to certain Term Notes issued by Borrower such minimum balance equal to the applicable amount for each period set forth in the aggregate principal amount following table on each semi-annual and annual anniversary of $941,176, Borrower shall maintain at all times at least $500,000 in unrestricted cash in its accounts at Bank. 3the Closing Date. Exhibit D to From the Agreement is replaced in its entirety with the Exhibit D separately provided by Bank to Borrower. The parties agree and acknowledge that the financial covenants for the quarters ended Closing Date through June 30, 2018 and September 30$125,000 From July 1, 2018 have previously been established through the Revolving Maturity Date $162,500 2. No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as set forth on Exhibit D a waiver thereof, and the covenant for the June 30any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any time to require strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank. BORROWER WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, 2018 quarter was satisfied. This Amendment establishes the reporting and financial covenants for the quarter ending on December 31AS IT MAY BE AMENDED FROM TIME TO TIME, 2018WHICH STATES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 4. Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment, and no Event of Default has occurred and is continuing. 53. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain remains in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. 4. Borrower ratifies waives, discharges, and reaffirms forever releases Bank, Bank’s employees, officers, directors, attorneys, stockholders, and their successors and assigns, from and of any and all claims, causes of action, allegations or assertions that Borrower has or may have had at any time up through and including the continuing effectiveness date of this Amendment, against any or all agreements entered into of the foregoing, regardless of whether any such claims, causes of action, allegations or assertions are known to Borrower or whether any such claims, causes of action, allegations or assertions arose as result of Bank’s actions or omissions in connection with the AgreementLoan Documents, or any amendments, extensions or modifications thereto, or Bank’s administration of the Obligations or otherwise. 5. Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct in all material respects as of the date of this Amendment, and that no Event of Default has occurred and is continuing. 6. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original hereof. 7. As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following: (a) payment this Amendment, executed by Borrower; (b) a Certificate of an amendment fee the Chief Executive Officer of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Amendment; (c) a facility fee, in the amount of $2,500 plus 12,500, which fee is fully earned and non-refundable, and which may be debited from Borrower’s account; (a) amendments to (i) that certain Convertible Secured Subordinated Note Purchase Agreement, dated November 14, 2007, and the Convertible Secured Subordinated Promissory Notes issued thereunder, among Borrower and the holders of such Convertible Secured Subordinated Promissory Notes, extending the maturity date of such Convertible Secured Subordinated Promissory Notes to no earlier than November 14, 2020, duly executed by Borrower and the holders of such Convertible Secured Subordinated Promissory Notes, (ii) that certain Convertible Subordinated Note Purchase Agreement, dated as of December 11, 2014, and the Convertible Subordinated Promissory Notes issued thereunder, among Borrower and the holders of such Convertible Subordinated Promissory Notes, extending the maturity date of such Convertible Subordinated Promissory Notes to no earlier than November 14, 2020, duly executed by Borrower and the holders of such Convertible Subordinated Promissory Notes, (iii) that certain Subordinated Promissory Note, dated March 9, 2018, among Borrower and Advance Modernization Services, extending the maturity date of such Subordinated Promissory Note to no earlier than November 14, 2020, duly executed by Borrower and Advance Modernization Services, and (iv) that certain Subordinated Promissory Note, dated May 11, 2018, among Borrower and Cresco Ltd, extending the maturity date of such Subordinated Promissory Note to no earlier than November 14, 2020, duly executed by Borrower and Cresco Ltd; (b) an amendment to the UBS SBLC issued by UBS AG in favor of Bank as beneficiary, providing Bank the right to draw on the UBS SBLC upon Bank’s receipt of a notice of non-renewal, duly executed by UBS AG; (c) all reasonable Bank Expenses incurred through the date of this Amendment, which may be debited from any of Borrower’s accounts; and (bd) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate. 7. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

Minimum Cash. Beginning with the month ended June 30, 2002, Borrower shall maintain at all times at least $250,000 maintain with Bank (or Comerica Securities, Inc., upon prior execution and delivery of a securities account control agreement in unrestricted form and content satisfactory to Bank), cash in its accounts at Bank. At all times on and after any repayment is made on the Subordinated Debt incurred by Borrower on or after September 7, 2018 pursuant to certain Term Notes issued by Borrower in the a minimum aggregate principal amount of Twenty Five Million Dollars ($941,176, Borrower shall maintain at all times at least $500,000 in unrestricted cash in its accounts at Bank25,000,000)." 36. Exhibit D to the Agreement hereby is replaced in its entirety with the Exhibit D separately provided by Bank to Borrower. The parties agree and acknowledge that the financial covenants for the quarters ended June 30, 2018 and September 30, 2018 have previously been established as set forth on Exhibit D and the covenant for the June 30, 2018 quarter was satisfied. This Amendment establishes the reporting and financial covenants for the quarter ending on December 31, 2018hereto. 4. Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment, and no Event of Default has occurred and is continuing. 57. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all promissory notes, guaranties, security agreements, mortgages, deeds of trust, environmental agreements, and all other instruments, documents and agreements entered into in connection with the Agreement. 68. Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing. 9. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original hereof. 710. As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following: (a) payment this Amendment, duly executed by Borrower; (b) a certificate of the Secretary of the Borrower, or a unanimous consent of Borrower's Board of Directors, with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) an amendment Amendment fee in the of Ten Thousand Dollars ($10,000); (d) an amount of $2,500 plus equal to all Bank Expenses incurred through the date of this Amendmentto date; and (be) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.