Common use of Conditions Precedent to the Loan Clause in Contracts

Conditions Precedent to the Loan. The obligation of the Lender to make the Loan pursuant to Section 2.1 shall be subject to the satisfaction, on or before the applicable Closing Date, of the conditions set forth in this Section. If the conditions set forth in this Section are not met on or prior to the applicable Closing Date, the Lender shall have no obligation to fund the amount of the Loan required on the applicable Closing Date. (a) The Company shall have duly executed and delivered to the Lender the Note representing the Loan in the amount funded on the applicable Closing Date. (b) The Company shall have duly authorized, executed, and delivered to the Lender a security agreement in the form attached hereto as Exhibit B (the “Security Agreement”) to secure the repayment of the Loan and granting the Lender a continuing security interest in all presently existing and hereafter acquired assets and property of the Company of whatever nature and wherever located which such Security Interest shall be senior to all other security interests or Encumbrances against the assets and property of the Company other than Senior Debt (as hereafter defined). Lender shall be entitled to a security interest pari passu on a pro-rata basis with the investors participating in private placement pursuant to the 2006 Private Placement Memorandum (the “PPM”) of the Company and, except as set forth above, Lender’s security interest shall be senior to any other indebtedness of the Company, whether now existing or created or incurred in the future. “Senior Debt” shall mean all indebtedness for all principal, fees, expenses, interest, penalties, post-bankruptcy petition interest, and all other amounts payable for money borrowed from banking or other financial institutions or governmental lending facilities that is not convertible into equity securities of the Company, including, but not limited to the $2,000,000 loan from the California Integrated Waste Management Board (the “CIWMB Loan”) and the remaining amount due and owing under the forbearance agreement by and between the Company and the Elevation Fund, LLC (the “Forbearance Agreement”).

Conditions Precedent to the Loan. The obligation of the Lender to make the Loan pursuant to Section 2.1 shall be subject to the satisfaction, on or before the applicable Closing Date, of the conditions set forth in this Section. If the conditions set forth in this Section are not met on or prior to the applicable Closing Date, the Lender shall have no obligation to fund the amount of the Loan required on the applicable Closing Date. (a) The Company shall have duly executed and delivered to the Lender the Note representing the Loan in the amount funded on the applicable Closing Date. (b) The Company shall have duly authorized, executed, and delivered to the Lender a security agreement in the form attached hereto as Exhibit B (the “Security Agreement”) to secure the repayment of the Loan and granting the Lender a continuing security interest in all presently existing and hereafter acquired assets and property of the Company of whatever nature and wherever located which such Security Interest shall be senior to all other security interests or Encumbrances against the assets and property of the Company other than Senior Debt (as hereafter defined). Lender shall be entitled to a security interest pari passu on a pro-rata basis with the investors participating in private placement pursuant to the 2006 Private Placement Memorandum (the “PPM”) of the Company and, except as set forth above, Lender’s security interest shall be senior to any other indebtedness of the Company, whether now existing or created or incurred in the future. “Senior Debt” shall mean all indebtedness for all principal, fees, expenses, interest, penalties, post-bankruptcy petition interest, and all other amounts payable for money borrowed from banking or other financial institutions or governmental lending facilities that is not convertible into equity securities of the Company, including, but not limited to the $2,000,000 loan from the California Integrated Waste Management Board (the “CIWMB Loan”) and the remaining amount due and owing under the forbearance agreement by and between the Company and the Elevation Fund, LLC (the “Forbearance Agreement”).

Conditions Precedent to the Loan. The obligation of the Lender to make the Loan pursuant to Section 2.1 shall be subject to the satisfaction, on or before the applicable Closing Date, of the conditions set forth in this Section. If the conditions set forth in this Section are not met on or prior to the applicable Closing Date, the Lender shall have no obligation to fund make the amount of the Loan required on the applicable Closing DateLoan. (a) The Company shall have duly executed and delivered to the Lender the Note representing the Loan in the amount funded on the applicable Closing DateLoan. (b) The Company shall have duly authorized, executed, and delivered to the Lender a security agreement in the form attached hereto as Exhibit B (the “Security Agreement”) to secure the repayment of the Loan and granting the Lender a continuing security interest in all presently existing and hereafter acquired assets and property of the Company of whatever nature and wherever located which such Security Interest shall be senior to all other security interests or Encumbrances against the assets and property of the Company other than Senior Debt Company; provided, however, that the Security Interest shall be subordinate to that of the security interest granted in connection with the $2,000,000 loan from the California Integrated Waste Management Board (as hereafter definedthe “CIWMB Security Interest”). Lender shall be entitled to a second position security interest pari passu on a pro-rata basis with the investors participating in private placement pursuant to the 2006 Private Placement Memorandum (the “PPM”) of the Company andCompany, except as set forth above, Lendersubject to the Company’s right to subordinate such security interest shall be senior to any other indebtedness of the CompanySenior Debt, whether now existing or created or incurred in the futureas hereafter defined. “Senior Debt” shall mean all indebtedness for all principal, fees, expenses, interest, penalties, post-bankruptcy petition interest, and all other amounts payable for money borrowed from banking or other financial institutions or governmental lending facilities that is not convertible into equity securities of the Company, including, but not limited to the $2,000,000 loan from the California Integrated Waste Management Board (the “CIWMB Loan”) and the remaining amount due and owing under the forbearance agreement by and between the Company and the Elevation Fund, LLC (the “Forbearance Agreement”)borrowed.