Common use of Conditions to Advance Clause in Contracts

Conditions to Advance. Prior to the making of the initial Revolving Loan or the issuance of any letter of credit hereunder, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuance) is subject to the further conditions precedent that on the date on which such Revolving Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be. (c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank.

Conditions to Advance. Prior to the making of the initial Revolving Loan hereunder or the issuance of any letter of credit hereunder, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Pledge Agreement, the Intellectual Property AssignmentsNotice, the Revolving Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuance) is subject to the further conditions precedent that on the date on which such Revolving Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be. (c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank, except continuing losses from operations theretofore disclosed to the Bank in writing. Each request by the Borrower for any Revolving Loan or for the issuance of a letter of credit, and each acceptance by the Borrower of the proceeds of any Revolving Loan or delivery of a letter of credit, will be deemed a representation and warranty by the Borrower that at the date of such Revolving Loan or letter of credit issuance, as the case may be, and after giving effect thereto, all of the conditions set forth in the foregoing clauses (a)-(d) of this ss.1.17 will be satisfied.

Conditions to Advance. Prior to the making of the initial Revolving Loan or the issuance of any letter of credit hereunderTerm --------------------- Loan, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Term Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Term Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuanceTerm Loan) is subject to the further conditions precedent that on the date on which such Revolving Term Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may beTerm Loan. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may beTerm Loan. (c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No other material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank. Each request by the Borrower for any Term Loan, and each acceptance by the Borrower of the proceeds of any Term Loan, will be deemed a representation and warranty by the Borrower that at the date of such Term Loan and after giving effect thereto all of the conditions set forth in the foregoing clauses (a)-(d) of this (S)1.11 will be satisfied.

Conditions to Advance. Prior to the making of the initial Revolving --------------------- Loan or the issuance of any letter of credit hereunder, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property AssignmentsPledges, the Revolving Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuance) is subject to the further conditions precedent that on the date on which such Revolving Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be. (c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank.

Conditions to Advance. Prior to the making of the initial Revolving Loan hereunder or the issuance of any letter of credit hereunder, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property AssignmentsDemand Note, the Revolving Tranche A Term Note, the Tranche B Term Note, the Tranche C Term Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuance) is subject to the further conditions precedent that on the date on which such Revolving Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be. (c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank. Each request by the Borrower for any Loan or for the issuance of a letter of credit, and each acceptance by the Borrower of the proceeds of any Loan or delivery of a letter of credit, will be deemed a representation and warranty by the Borrower that at the date of such Loan or letter of credit issuance, as the case may be, and after giving effect thereto all of the conditions set forth in the foregoing clauses (a)-(d) of this ss.1.14 will be satisfied.

Conditions to Advance. Prior to the making of the initial Revolving Loan or the issuance of any letter of credit hereunder, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuance) is subject to the further conditions precedent that on the date on which such Revolving Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be. (c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank. Each request by the Borrower for any Revolving Loan or for the issuance of any letter of credit, and each acceptance by the Borrower of the proceeds of any Revolving Loan or delivery of a letter of credit, will be deemed a representation and warranty by the Borrower that at the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be, and after giving effect thereto all of the conditions set forth in the foregoing clauses (a)-(d) of this ss.1.5 will be satisfied.

Conditions to Advance. Prior to the making of the initial Revolving Loan or the issuance of any letter of credit hereunderTerm Loan, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Term Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Term Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuanceTerm Loan) is subject to the further conditions precedent that on the date on which such Revolving Term Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement (other than in Subsection 2. 1 (b) below) and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may beTerm Loan. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may beTerm Loan. (c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank. Each request by the Borrower for any Term Loan, and each acceptance by the Borrower of the proceeds of any Term Loan, will be deemed a representation and warranty by the Borrower that at the date of such Term Loan and after giving effect thereto all of the conditions set forth in the foregoing clauses (a)-(d) of this sec.1.5 will be satisfied.

Conditions to Advance. Prior to the making of the initial Revolving Loan or the issuance of any letter of credit hereunderTerm Loan, the Borrower shall deliver to the Bank Lender duly executed copies of this letter agreementAgreement, the Security Agreement, the Intellectual Property AssignmentsGuaranty, each Patent Security Agreement, the Revolving Note Term Note, a Warrant and the documents and other items listed on the Closing Agenda delivered herewith by the Bank Lender to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank Lender and its counsel. On the date the initial Term Loan is made, all statements, representations and warranties of the Borrower and each Subsidiary Guarantors made in the Merger Agreement shall be correct in all material respects as of such date, and all covenants and agrees of the Borrower and each Subsidiary Guarantor contained in the Merger Agreement shall have been complied with in all material respects on and as of such date. Without limiting the foregoing, any Revolving Term Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuanceTerm Loan) is subject to the further conditions precedent that on the date on which such Revolving Term Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower and each Subsidiary Guarantors made in this letter agreement Agreement, the Guaranty and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may beTerm Loan. (b) All covenants and agreements of the Borrower and each Subsidiary Guarantor contained herein herein, in the Merger Agreement and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may beTerm Loan. (c) No event which constitutes, or which with notice or lapse of time or both could reasonably be expected to constitute, an Event of Default shall have occurred and be continuing, which has not been cured or waived in accordance with the terms of this Agreement and the other Loan Documents. (d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the BankLender. Each request by the Borrower for any Term Loan, and each acceptance by the Borrower of the proceeds of any Term Loan, will be deemed a representation and warranty by the Borrower and each Subsidiary Guarantor that at the date of such Term Loan and after giving effect thereto all of the conditions set forth in the foregoing clauses (a) - (d) of this §1.6 will be satisfied.

Conditions to Advance. Prior to the making of the initial Revolving Loan or the issuance of any letter of credit hereunder, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuance) is subject to the further conditions precedent that on the date on which such Revolving Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be. (c) No event which constitutes, or which with notice or lapse of time or both could would constitute, an Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank. Each request by the Borrower for any Revolving Loan or letter of credit issuance, and each acceptance by the Borrower of the proceeds of any Revolving Loan or delivery of a letter of credit, will be deemed a representation and warranty by the Borrower that at the date of such Revolving Loan or the date of issuance of such letter, as the case may be, and after giving effect thereto all of the conditions set forth in the foregoing clauses (a)-(d) of this Section 1.6 will be satisfied. Each request for a Revolving Loan or letter of credit issuance will be accompanied by a borrowing base certificate on a form satisfactory to the Bank, executed by the chief financial officer of the Borrower, unless such a certificate shall have been previously furnished setting forth the Borrowing Base as at a date not more than 30 days prior to the date of the requested borrowing.

Conditions to Advance. Prior to the making of the initial Revolving Demand Loan --------------------- or the issuance of any letter of credit hereunder, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Demand Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Demand Loan or letter of credit issuance (including the initial Revolving Demand Loan or letter of credit issuance) is subject to the further conditions precedent that on the date on which such Revolving Demand Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Demand Loan or the date of issuance of such letter of credit, as the case may be. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Demand Loan or the date of issuance of such letter of credit, as the case may be. (c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank. Each request by the Borrower for any Demand Loan or for the issuance of any letter of credit, and each acceptance by the Borrower of the proceeds of any Demand Loan or delivery of a letter of credit, will be deemed a representation and warranty by the Borrower that at the date of such Demand Loan or the date of issuance of such letter of credit, as the case may be, and after giving effect thereto all of the conditions set forth in the foregoing clauses (a)-(d) of this (S)1.11 will be satisfied.

Conditions to Advance. Prior to the making of the initial Revolving Loan or the issuance of any letter of credit hereunderTerm Loan, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security AgreementPledge, the Intellectual Property Assignments, the Revolving Term Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Term Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuanceTerm Loan) is subject to the further conditions precedent that on the date on which such Revolving Term Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement Pledge shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may beTerm Loan. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may beTerm Loan. (c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No other material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank. Each request by the Borrower for any Term Loan, and each acceptance by the Borrower of the proceeds of any Term Loan, will be deemed a representation and warranty by the Borrower that at the date of such Term Loan and after giving effect thereto all of the conditions set forth in the foregoing clauses (a)-(d) of this §1.11 will be satisfied.

Conditions to Advance. Prior to the making of the initial Revolving Loan or the issuance of any letter of credit hereunder, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security AgreementAgreements, the Guaranties, the Intellectual Property AssignmentsSecurity Agreements, the Revolving Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuance) is subject to the further conditions precedent that on the date on which such Revolving Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower and/or Star made in this letter agreement and/or in the any Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be. (b) All covenants and agreements of the Borrower and/or Star contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be. (c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred in the financial condition of the Borrower and/or Star from that disclosed in the financial statements then most recently furnished to the Bank.

Conditions to Advance. Prior to the making of the initial Revolving Loan --------------------- hereunder or the issuance of any letter of credit hereunder, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Note Note, the Term Notes and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuance) is subject to the further conditions precedent that on the date on which such Revolving Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be. (c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank.

Conditions to Advance. Prior to the making of the initial Revolving Loan hereunder or the issuance of any letter of credit hereunder, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Note, the Term Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuance) is subject to the further conditions precedent that on the date on which such Revolving Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be, excluding representations which are stated herein as being made as of a specific date and excluding representations of existing circumstances to the extent that Articles III and IV of this letter agreement contemplate that such circumstances may change without breach of this letter agreement. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be. (c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank. Each request by the Borrower for any Loan or for the issuance of a letter of credit, and each acceptance by the Borrower of the proceeds of any Loan or delivery of a letter of credit, will be deemed a representation and warranty by the Borrower that at the date of such Loan or letter of credit issuance, as the case may be, and after giving effect thereto all of the conditions set forth in the foregoing clauses (a)-(d) of this Section 1.8 will be satisfied. Each request for a Revolving Loan or letter of credit issuance will be accompanied by a borrowing base certificate on a form satisfactory to the Bank, executed by the chief financial officer of the Borrower, unless such a certificate shall have been previously furnished setting forth the Borrowing Base as at a date not more than 30 days prior to the date of the requested borrowing or the requested letter of credit issuance, as the case may be.

Conditions to Advance. Prior to the making of the initial Revolving Loan or the issuance of any letter of credit hereunder, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuance) is subject to the further conditions precedent that on the date on which such Revolving Loan is made or such letter of credit is issued (and after giving effect thereto):. (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be. (c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred . Each request by the Borrower for any Revolving Loan or for the issuance of any letter of credit, and each acceptance by the Borrower of the proceeds of any Revolving Loan or delivery of a letter of credit, will be deemed a representation and warranty by the Borrower that at the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be, and after giving effect thereto all of the conditions set forth in the financial condition foregoing clauses (a)-(c) of the Borrower from that disclosed in the financial statements then most recently furnished this Section 1.6 will be satisfied. Each request for a Revolving Loan or letter of credit issuance will be accompanied by a borrowing base certificate on a form satisfactory to the Bank, executed by the chief financial officer of the Borrower, unless such a certificate shall have been previously furnished setting forth the Borrowing Base as at a date not more than 30 days prior to the date of the requested borrowing or the requested letter of credit issuance, as the case may be.

Conditions to Advance. Prior to the making of the initial Revolving --------------------- Loan or the issuance of any letter of credit hereunder or the initiation of any ACH transaction or the issuance of any Foreign Exchange Contract hereunder, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property AssignmentsSecurity Agreement, the Revolving Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, which shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Loan or letter of credit issuance or ACH transaction or the issuance of a Foreign Exchange Contract (including the initial Revolving Loan or Loan, letter of credit issuance, ACH transaction or the issuance of a Foreign Exchange Contract) is subject to the further conditions precedent that on the date on which such Revolving Loan is made or such letter of credit is issued or such ACH transaction is initiated or such Foreign Exchange Contract is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of creditcredit or the date of such ACH transaction or the date of issuance of such Foreign Exchange Contract, as the case may be, except any such statements, representations and warranties which are specifically stated herein as being made as of a particular date. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of creditcredit or the date of such ACH transaction or the date of issuance of such Foreign Exchange Contract, as the case may be. (c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the BankBank (being, at the date hereof, the Borrower's management-generated financial statements as at September 27, 1998).

Conditions to Advance. Prior to the making of the initial Revolving Loan or the issuance of any letter of credit hereunderTerm Loan, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Term Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Term Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuanceTerm Loan) is subject to the further conditions precedent that on the date on which such Revolving Term Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may beTerm Loan. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may beTerm Loan. (c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank. Each request by the Borrower for any Term Loan, and each acceptance by the Borrower of the proceeds of any Term Loan, will be deemed a representation and warranty by the Borrower that at the date of such Term Loan and after giving effect thereto all of the conditions set forth in the foregoing clauses (a)-(d) of this [Section]1.11 will be satisfied.

Conditions to Advance. Prior to the making of the initial Revolving Loan or the issuance of any letter of credit hereunderLoan, the Borrower shall deliver to the Bank Lender duly executed copies of this letter agreementLetter Agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank Lender to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank Lender and its counsel. Without limiting The obligation of the foregoing, Lender to make any Revolving Loan Loan, whether on or letter of credit issuance (including after the initial Revolving Loan or letter of credit issuance) is Closing Date, shall also be subject to the further satisfaction of the following conditions precedent that on the date on which such Revolving Loan is made or such letter of credit is issued (and after giving effect thereto):precedent: (a) All statements, representations and warranties of the Borrower made in this letter agreement Letter Agreement and/or in the Security Agreement or in any document or instrument delivered pursuant to or relating to this Letter Agreement shall continue to be correct true as of the date they were made and shall also be true in all material respects at and as of the date time of the making of such Revolving Loan or Loan, with the date same effect as if made at and as of issuance of that time, except that such letter of credit, as the case may berepresentations and warranties that relate expressly to an earlier date. (b) All covenants and agreements of the Borrower contained herein herein, in the Development Agreement and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such request and the date such Revolving Loan or the date of issuance of such letter of credit, as the case may beis made. (c) No event which constitutes, Default or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the BankLender.

Conditions to Advance. Prior to the making of the initial Revolving Loan or the issuance of any letter of credit hereunderTerm Loan, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Term Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Term Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuanceTerm Loan) is subject to the further conditions precedent that on the date on which such Revolving Term Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may beTerm Loan. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may beTerm Loan. (c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No other material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank. Each request by the Borrower for any Term Loan, and each acceptance by the Borrower of the proceeds of any Term Loan, will be deemed a representation and warranty by the Borrower that at the date of such Term Loan and after giving effect thereto all of the conditions set forth in the foregoing clauses (a)-(d) of this ss.1.11 will be satisfied.

Conditions to Advance. Prior to the making of the initial Revolving Loan or the issuance of any letter of credit hereunder, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counselcounsel in good faith. Without limiting the foregoing, any Revolving Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuance) is subject to the further conditions precedent that on the date on which such Revolving Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be, other than any such statements, representations and warranties which by their terms refer only to the date of this letter agreement. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be. (c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank.

Conditions to Advance. Prior to the making of the initial Revolving Loan or the issuance of any letter of credit hereunder or the initiation of any ACH transaction or the issuance of any Foreign Exchange Contract hereunder, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, which shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Loan or letter of credit issuance or ACH transaction or the issuance of a Foreign Exchange Contract (including the initial Revolving Loan or Loan, letter of credit issuance, ACH transaction or the issuance of a Foreign Exchange Contract) is subject to the further conditions precedent (listed in clauses (a) - (d) below) that on the date on which such Revolving Loan is made or such letter of credit is issued or such ACH transaction is initiated or such Foreign Exchange Contract is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of creditcredit or the date of such ACH transaction or the date of issuance of such Foreign Exchange Contract, as the case may be, except any such statements, representations and warranties which are specifically stated herein as being made as of a particular date. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of creditcredit or the date of such ACH transaction or the date of issuance of such Foreign Exchange Contract, as the case may be. (c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank.

Conditions to Advance. Prior to the making of the initial Revolving Loan or the issuance of any letter of credit hereunderTerm Loan, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Term Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Term Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuanceTerm Loan) is subject to the further conditions precedent that on the date on which such Revolving Term Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement (other than those statements, representations and warranties which are expressly stated to apply only as of a specific date and those statements, representations and warranties relating to facts which this letter agreement contemplates may change from time to time without violation of the terms of this letter agreement) shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may beTerm Loan. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may beTerm Loan. (c) No event which constitutes, or which with notice or lapse of time or both could would be reasonably likely to constitute, an Event of Default shall have occurred and be continuing. (d) No other material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank. Each request by the Borrower for any Term Loan, and each acceptance by the Borrower of the proceeds of any Term Loan, will be deemed a representation and warranty by the Borrower that at the date of such Term Loan and after giving effect thereto all of the conditions set forth in the foregoing clauses (a)-(d) of this ss. 1.11 will be satisfied.

Conditions to Advance. Prior to the making It shall be a condition of the initial Revolving Loan or the issuance obligation of any letter of credit hereunder, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to make any Advance that the BorrowerBank shall have received (by facsimile transmission, all with original to follow by mail) a Request for Advance executed by both the Borrower and the Guarantor and that, at the time of whicheach Advance of a portion of the Facility, as well as all legal matters incident to each of the transactions contemplated hereby, following statements shall be satisfactory true in form and substance to all material respects: 9.2.1 All of the Bank and its counsel. Without limiting the foregoing, any Revolving Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuance) is subject to the further conditions precedent that on the date on which such Revolving Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made and the Guarantor set forth in this letter agreement and/or Agreement or in the Security Agreement shall continue to be correct in all material respects as any other of the date of such Revolving Loan or the date of issuance of such letter of creditDocuments, as the case may be. (b) All covenants and agreements of the Borrower contained herein and/or in Guarantor under the Outback Loan Agreement, or any of the other "Loan Documents Documents" described therein, shall have been complied with in all material respects be correct on and as of the date of such Revolving Loan or the date of issuance Advance as though made on and as of such letter of credit, as the case may bedate. (c) No event which constitutes9.2.2 The Borrower and the Guarantor shall have observed and performed in all material respects all of the terms, conditions and agreements applicable to them set forth herein or which with notice in any other Loan Documents on its part to be observed or lapse of time or both could constitute, an performed and no Event of Default and no Default shall have occurred and be continuingcontinuing under this Agreement or the other Loan Documents. (d) No 9.2.3 Each of the Borrower and the Guarantor shall have observed and performed in all material adverse change respects all of the terms, conditions and agreements set forth in all documents evidencing, and/or securing loans of credit facilities for which either or both of Borrower and Guarantor are directly or contingently liable, and no Event of Default and no Default shall have occurred and be continuing under any such direct or contingent liability, including, without limitation, the Outback Revolving Loan or any of the other Related Loans. 9.2.4 All required financial statements and other material has been delivered to the Bank by the Borrower and the Guarantor; no material adverse changes shall have occurred since the date of such financial statements (except as may be disclosed in subsequent financial statements delivered to the Bank); and no material liabilities, contingent or otherwise, not shown on said financial statements or the notes thereto, shall exist, except those incurred or arising in the financial condition ordinary course of business since the end date for the last annual accounting period of the Borrower from that disclosed in or the Guarantor, as applicable. 9.2.5 There shall be no actions, suits, proceedings or claims pending or threatened against or affecting the Borrower or the Guarantor, the result of which might materially adversely affect the respective consolidated financial statements then most recently furnished to condition, business or operations of the BankBorrower or the Guarantor.

Conditions to Advance. Prior to the making of the initial Revolving 1999-2000 --------------------- Term Loan or the issuance initiation of any letter of credit hereunderACH transaction, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving 1999 Term Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving 1999-2000 Term Loan or letter of credit issuance (including the initial Revolving Loan or letter 1999-2000 Term Loan) and the initiation of credit issuance) any ACH transaction is subject to the further conditions precedent that on the date on which such Revolving 1999- 2000 Term Loan is made or such letter of credit ACH transaction is issued initiated (and and, in either event, after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving 1999-2000 Term Loan or the date of issuance of such letter of creditACH transaction, as the case may bebe (except for such statements, representations and warranties that expressly relate to a specific date). (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving 1999-2000 Term Loan or the date of issuance of such letter of creditACH transaction, as the case may be. (c) No event which constitutes, or which with notice or lapse of time or both could would constitute, an Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank. Each request by the Borrower for any 1999-2000 Term Loan or any ACH transaction, and each acceptance by the Borrower of the proceeds of any 1999- 2000 Term Loan, will be deemed a representation and warranty by the Borrower that at the date of such 1999-2000 Term Loan (or such ACH transaction, as the case may be) and after giving effect thereto all of the conditions set forth in the foregoing clauses (a)-(d) of this (S)1.7 will be satisfied.

Conditions to Advance. Prior to the making of the initial Revolving Loan or the issuance of any letter of credit hereunderTerm Loan, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Term Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Term Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuanceTerm Loan) is subject to the further conditions precedent that on the date on which such Revolving Term Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in (other than those statements, representations and warranties which are expressly stated to apply only as of a specific date and those statements, representations and warranties relating to facts which this letter agreement contemplates may change from time to time without violation of the Security Agreement terms of this letter agreement) shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may beTerm Loan. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may beTerm Loan. (c) No event which constitutes, or which with notice or lapse of time or both could would constitute, an Event of Default shall have occurred and be continuing. (d) No other material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank. Each request by the Borrower for any Term Loan, and each acceptance by the Borrower of the proceeds of any Term Loan, will be deemed a representation and warranty by the Borrower that at the date of such Term Loan and after giving effect thereto all of the conditions set forth in the foregoing clauses (a)-(d) of this Section 1.10 will be satisfied.

Conditions to Advance. Prior to the making of the initial Revolving Loan or the issuance of any letter of credit hereunderTerm Loan, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Term Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Term Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuanceTerm Loan) is subject to the further conditions precedent that on the date on which such Revolving Term Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may beTerm Loan. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may beTerm Loan. (c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No other material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank, except continuing losses from operations theretofore disclosed to the Bank in writing. Each request by the Borrower for any Term Loan, and each acceptance by the Borrower of the proceeds of any Term Loan, will be deemed a representation and warranty by the Borrower that at the date of such Term Loan and after giving effect thereto all of the conditions set forth in the foregoing clauses (a)-(d) of this ss. 1.11 will be satisfied.

Conditions to Advance. Prior to the making of the initial Revolving Loan hereunder or the issuance of any letter of credit hereunderhereunder or the issuance of any Foreign Exchange Contract, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property AssignmentsSecurity Agreements, the Revolving Note, the Term Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be reasonably satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Loan or letter of credit issuance or the issuance of any Foreign Exchange Contract (including the initial Revolving Loan or letter of credit issuance or Foreign Exchange Contract issuance) is subject to the further conditions precedent that on the date on which such Revolving Loan is made or such letter of credit or Foreign Exchange Contract is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of creditcredit or Foreign Exchange Contract, as the case may be. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of creditcredit or Foreign Exchange Contract, as the case may be. (c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank. Each request by the Borrower for any Loan or for the issuance of a letter of credit or a Foreign Exchange Contract, and each acceptance by the Borrower of the proceeds of any Loan or delivery of a letter of credit or a Foreign Exchange Contract, will be deemed a representation and warranty by the Borrower that at the date of such Loan or letter of credit issuance or Foreign Exchange Contract issuance, as the case may be, and after giving effect thereto all of the conditions set forth in the foregoing clauses (a)-(d) of this Section 1.13 will be satisfied. Each request for a Revolving Loan or letter of credit issuance will be accompanied by a borrowing base certificate on a form reasonably satisfactory to the Bank, executed by the chief financial officer of the Borrower, unless such a certificate shall have been previously furnished setting forth the Borrowing Base as at a date not more than 30 days prior to the date of the requested borrowing or the requested letter of credit issuance, as the case may be.

Conditions to Advance. Prior to the making of the initial Revolving Loan or the issuance of any letter of credit hereunderTerm Loan, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Term Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Term Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuanceTerm Loan) is subject to the further conditions precedent that on the date on which such Revolving Term Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Term Loan or the date of issuance of (except for such letter of creditstatements, as the case may berepresentations and warranties that expressly relate to a specific date). (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may beTerm Loan. (c) No event which constitutes, or which with notice or lapse of time or both could would constitute, an Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank. Each request by the Borrower for any Term Loan, and each acceptance by the Borrower of the proceeds of any Term Loan, will be deemed a representation and warranty by the Borrower that at the date of such Term Loan and after giving effect thereto all of the conditions set forth in the foregoing clauses (a)-(d) of this ss.1.5 will be satisfied.

Conditions to Advance. Prior to the making of the initial Term Loan F and any Revolving Loan or Loans on the issuance of any letter of credit hereunderdate hereof, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Term Note F and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Loan or letter of credit issuance (including the initial Revolving Term Loan or letter F) and each Letter of credit issuance) Credit is subject to the further conditions precedent that on the date on which such Revolving Loan is made or such letter Letter of credit is Credit issued or renewed (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement herein shall continue to be correct in all material respects as of the date of such Revolving Loan or the Letter of Credit, except those made as of a specific date or end of issuance a period which were cor(r)ect as of such letter date or as of credit, as the case may beend of such period. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date Letter of issuance of such letter of credit, as the case may beCredit. (c) No event which constitutes, Default or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank. Each request by the Borrower for any Loan or Letter of Credit, and each acceptance by the Borrower of the proceeds of any Loan or issuance of any Letter of Credit, as the case may be, will be deemed a representation and warranty by the Borrower that at the date of such Loan or Letter of Credit and after giving effect thereto all of the conditions set forth in -12- the foregoing clauses (a)-(d) of this Section 1.15 will be satisfied.

Conditions to Advance. Prior to the making of the initial Revolving Loan or the issuance of any letter of credit hereunderTerm Loan, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Term Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Term Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuanceTerm Loan) is subject to the further conditions precedent that on the date on which such Revolving Term Loan is made or such letter of credit is issued (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement (other than those statements, representations and warranties which are expressly stated to apply only as of a specific date and those statements, representations and warranties relating to facts which this letter agreement contemplates may change from time to time without violation of the terms of this letter agreement) shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may beTerm Loan. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may beTerm Loan. (c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing. (d) No other material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank. Each request by the Borrower for any Term Loan, and each acceptance by the Borrower of the proceeds of any Term Loan, will be deemed a representation and warranty by the Borrower that at the date of such Term Loan and after giving effect thereto all of the conditions set forth in the foregoing clauses (a)-(d) of this ss.1.11 will be satisfied.