Common use of Conditions Precedent to the Effectiveness of this Amendment Clause in Contracts

Conditions Precedent to the Effectiveness of this Amendment. The ----------------------------------------------------------- effectiveness of this Amendment is subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions: a. Foothill shall have received an amendment fee of Fifty Thousand Dollars ($50,000), which fee is earned in full by Foothill, due and payable by Borrower to Foothill concurrently with the execution and delivery of this Amendment by Borrower, and non-refundable when paid; b. Foothill shall have received the reaffirmation and consent attached hereto as Exhibit A, duly executed by each Guarantor, and such document --------- shall be in full force and effect; c. The representations and warranties in this Amendment, the Agreement as amended by this Amendment, and the other Loan Documents shall be true and correct in all respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); d. After giving effect hereto, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; e. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any governmental authority against Borrower, FRI-MRD, any Guarantor, Foothill, or any of their Affiliates; and f. No material adverse change shall have occurred in the financial condition of Borrower, FRI-MRD, any Guarantor, or in the value of the Collateral.

Conditions Precedent to the Effectiveness of this Amendment. The ----------------------------------------------------------- effectiveness of this Amendment is subject to the fulfillment, to the reasonable satisfaction of Foothill and its counsel, Agents (or a written waiver by Agents) of each of the following conditions: a. Foothill (a) Agents shall have received an amendment fee of Fifty Thousand Dollars ($50,000), which fee is earned in full by Foothill, due and payable by Borrower to Foothill concurrently with the execution and delivery of this Amendment by Borrower, and non-refundable when paid; b. Foothill shall have received the reaffirmation and consent attached hereto as Exhibit AAmendment, duly executed by each Guarantorthe parties hereto, and such document --------- the same shall be in full force and effect; c. (b) Agents shall have received an amendment to the Intercreditor Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (c) Agents shall have received that certain Resignation and Appointment of Agents Agreement, dated as of September 5, 2008, duly executed by the parties thereto, and the same shall be in full force and effect; (d) The representations and warranties herein and in this Amendment, the Credit Agreement as amended by this Amendment, and the other Loan Credit Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); d. After giving effect hereto, no Event of (e) No Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein;; and e. (f) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any governmental authority Governmental Authority against BorrowerHoldings, FRI-MRDthe LLC, any Guarantor, FoothillAgents, or any of their Affiliates; and f. No material adverse change shall have occurred in the financial condition of Borrower, FRI-MRD, any Guarantor, or in the value of the CollateralLender.

Conditions Precedent to the Effectiveness of this Amendment. The ----------------------------------------------------------- effectiveness of this Amendment is subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions: a. Foothill shall have received an amendment fee of Fifty Thousand Dollars ($50,000), which fee is earned in full by Foothill, due and payable by Borrower to Foothill concurrently with the execution and delivery of this Amendment by Borrower, and non-refundable when paid; b. Foothill shall have received the reaffirmation and consent attached hereto as Exhibit A, duly executed by each Guarantor, and such document --------- shall be in full force and effect; c. The representations and warranties in this Amendment, the Agreement as amended by this Amendment, and the other Loan Documents shall be true and correct in all respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); d. b. After giving effect hereto, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; e. c. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any governmental authority against Borrower, FRI-MRD, any Guarantor, Foothill, or any of their Affiliates; and; f. d. No material adverse change shall have occurred in the financial condition of Borrower, FRI-MRD, any Guarantor, Borrower or in the value of the CollateralCollateral that has not been disclosed to Foothill; e. Foothill shall have received this duly executed Amendment, which shall be in full force and effect; f. Foothill shall have received the First Amendment Fee of $20,000; and g. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Foothill and its counsel.

Conditions Precedent to the Effectiveness of this Amendment. The ----------------------------------------------------------- effectiveness of this Amendment is subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions: a. Foothill Collateral Agent shall have received an amendment fee each of Fifty Thousand Dollars ($50,000)the following documents, which fee is earned in full by Foothillform and substance satisfactory to Collateral Agent and its counsel, due and payable by Borrower to Foothill concurrently with the execution and delivery of this Amendment by Borrowerduly executed, and non-refundable when paid; b. Foothill shall have received the reaffirmation and consent attached hereto as Exhibit A, duly executed by each Guarantor, and such document --------- shall be in full force and effect;: c. (i) this Amendment; and (ii) the Reaffirmation and Consent (as hereinafter defined). b. The representations and warranties in Section 3 of this Amendment, the Agreement as amended by Section 1 of this Amendment, and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); d. c. After giving effect hereto, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; e. d. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any governmental authority against Borrower, FRI-MRDQSRD, any Subsidiary Guarantor, Foothillany Lender, Collateral Agent, Administrative Agent, or any of their Affiliates; and; f. e. No material adverse change shall have occurred in the financial condition of Borrower, FRI-MRDQSRD, any Subsidiary Guarantor, or in the value of the Collateral; and f. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Collateral Agent and its counsel.

Conditions Precedent to the Effectiveness of this Amendment. The ----------------------------------------------------------- effectiveness of this Amendment is subject to the fulfillment, to the satisfaction of Foothill Agents and its their counsel, of each of the following conditions: a. Foothill Collateral Agent shall have received each of the following documents, in form and substance satisfactory to Collateral Agent and its counsel, duly executed, and each such document shall be in full force and effect: (i) this Amendment; and (ii) the Reaffirmation and Consent (as hereinafter defined). b. Administrative Agent shall have received, for the ratable benefit of the Lenders, an amendment amendment, consent, and waiver fee of Fifty Thousand Dollars ($50,000)125,000, which fee is earned in full by Foothillthe Lenders, due and payable by Borrower to Foothill concurrently with the execution and delivery of this Amendment by BorrowerLenders on the date hereof, and non-refundable when paid; b. Foothill shall have received the reaffirmation and consent attached hereto as Exhibit A, duly executed by each Guarantor, and such document --------- shall be in full force and effect; c. The representations and warranties in Section 4 of this Amendment, the Agreement as amended by Section 1 of this Amendment, and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); d. After giving effect hereto, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated amendments herein; e. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any governmental authority against Borrower, FRI-MRD, any Guarantor, Foothill, or any of their Affiliates; and f. No material adverse change shall have occurred in the financial condition of DEVX, Borrower, FRI-MRD, any Subsidiary Guarantor, or in the value of the Collateral; and f. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Collateral Agent and its counsel.

Conditions Precedent to the Effectiveness of this Amendment. The ----------------------------------------------------------- effectiveness of this Amendment is subject to the fulfillment, to the reasonable satisfaction of Foothill and its counsel, Agent (or a written waiver by Agent) of each of the following conditions:conditions (such date, the “Amendment Effective Date”): a. Foothill (a) Agent shall have received an amendment fee of Fifty Thousand Dollars ($50,000), which fee is earned in full by Foothill, due and payable by Borrower to Foothill concurrently with the execution and delivery of this Amendment by Borrower, and non-refundable when paid; b. Foothill shall have received the reaffirmation and consent attached hereto as Exhibit AAmendment, duly executed and delivered by each Guarantorthe parties hereto, and such document --------- the same shall be in full force and effect; c. The representations (b) Agent shall have received evidence that at least $5,250,000 of Letter of Credit Cash Collateral has been deposited in the Cash Collateral Account; (c) Agent shall have received a Control Agreement for the Cash Collateral Account, duly executed and warranties delivered by the parties thereto, and the same shall be in form and substance satisfactory to Agent (including that Borrower shall have no access to the funds in the Cash Collateral Account without the prior written consent of Agent); (d) Agent shall have received an amendment to the Patent Security Agreement in the form attached hereto as Exhibit C, duly executed and delivered by the parties thereto; (e) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement as amended by this Amendment, and the other Loan Documents shall be true true, correct, and correct complete in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); d. After giving effect hereto, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; e. (f) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any governmental authority Governmental Authority against Borrower, FRI-MRD, any Guarantor, Foothill, Borrower or any member of their Affiliatesthe Lender Group; and f. No material adverse change (g) After giving effect to this Amendment, no Default or Event of Default shall have occurred in and be continuing or shall result from the financial condition of Borrower, FRI-MRD, any Guarantor, or in the value consummation of the Collateraltransactions contemplated herein.