Common use of Effectiveness Clause in Contracts

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, hereto and (b) Borrower’s payment of Bank’s legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment of Bank’s legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment to Bank of Bank’s legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank Collateral Agent and Lenders of (i) this Amendment by each party hereto, and (bii) Borrower’s payment of Bank’s legal fees and expenses in connection with all Lenders’ Expenses incurred through the negotiation and preparation date of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, hereto and (b) Borrower’s payment to Bank of Bank’s legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, hereto and (b) Borrower’s payment of Bank’s reasonable legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank Collateral Agent and Lenders of (i) this Amendment by each party hereto, hereto and (bii) Borrower’s payment of Bank’s legal fees and expenses in connection with all Lenders’ Expenses incurred through the negotiation and preparation date of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) payment of Bank’s legal fees receipt of a loan fee in the amount of $10,000, fully earned and expenses in connection with payable to Bank as of the negotiation and preparation of this AmendmentAmendment Date.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank Collateral Agent and Lenders of (i) this Amendment by each party hereto, hereto and (bii) Borrower’s payment of Bank’s legal fees and expenses in connection with all Lenders’ Expenses incurred through the negotiation and preparation date of this Amendment.. [Balance of Page Intentionally Left Blank]

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, hereto and (b) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment of all Bank Expenses due and owing as of the date hereof, which may be debited from any of Borrower’s accounts at Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank Collateral Agent and Lenders of this Amendment by each party hereto, and (b) Borrower’s payment of Bank’s legal fees and expenses in connection with all Lenders’ Expenses incurred through the negotiation and preparation date of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) the due execution and delivery to Bank of updated Borrowing Resolutions of Borrower and (c) Borrower’s payment of Bank’s legal fees and expenses in connection with all Bank Expenses incurred through the negotiation and preparation date of this Amendment, which may be debited from any of Borrower’s accounts with Bank.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) updated Borrowing Resolutions for Borrower and (c) payment of Bank’s legal fees and expenses in connection with all Bank Expenses incurred through the negotiation and preparation date of this Amendment., which may be debited from any of Borrower’s accounts at Bank. [Balance of Page Intentionally Left Blank]

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) the due execution and delivery to Bank of the updated Perfection Certificate by Borrower and the completed Borrowing Resolutions for Borrower, (c) Borrower’s payment of the Commitment Fee, and (d) Borrower’s payment of Bank’s reasonable out-of-pocket legal fees and expenses in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank Agent of this Amendment by each party hereto, hereto and (b) Borrower’s payment to Agent of BankAgent’s and the Lenders’ reasonable legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) payment Co-Borrowers’ payments to Bank of Bank’s legal fees and expenses in connection with all Bank Expenses incurred through the negotiation and preparation of this Amendmentdate hereof.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment of Bank’s legal fees and expenses incurred in connection with the negotiation this Amendment and preparation (c) such other documents and completion of this Amendmentsuch other matters, as Bank may reasonably deem necessary or appropriate.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment of Bank’s legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment., and (c) such other documents and completion of such other matters, as Bank may reasonably deem necessary or appropriate. [Balance of Page Intentionally Left Blank]

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this AmendmentAmendment for which Bank has invoiced Borrower on or prior to the date hereof.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party heretohereto (other than Bank), and (b) Borrower’s payment to Bank of Bank’s reasonable documented legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank Lenders of (i) this Amendment by each party hereto, and (ii) a fully-executed copy the License Agreement together with all other documents entered into in connection therewith, and (b) Borrower’s payment to Lenders of all Lenders’ Expenses due and owing as of the date hereof, which may be debited from any of Borrower’s accounts at Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) Borrower’s delivery to Bank of a duly executed signature to the Growth Capital Warrant, and (bc) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (ai) the due execution and delivery to Bank of this Amendment by each party heretohereto and delivery of same to Bank; (ii) the due execution and delivery of a guaranty in form satisfactory to Bank by Drive Capital Fund I, L.P.; and (biii) payment of Bank’s legal fees and expenses in connection a loan fee of $5,000 together with Bank Expenses incurred through the negotiation and preparation of this AmendmentFirst Amendment Date.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, hereto and (b) payment the due execution and delivery to Bank of Bank’s legal fees and expenses in connection with the negotiation and preparation of this AmendmentMezzanine Loan Documents.

Effectiveness. This Amendment shall be deemed effective upon (ai) the due execution and delivery to Bank of this Amendment by each party hereto, hereto and (bii) payment the due execution and delivery to Bank of Bank’s legal fees and expenses in connection with the negotiation and preparation of this AmendmentBorrowing Resolutions for each Borrower.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment of Bank’s legal fees an fee as stated above, and expenses (c) the delivery of such other agreements and documents by Borrower and the taking of such other actions Borrower, in connection with each case as Bank shall determine are necessary or advisable in order to effectuate the negotiation terms and preparation provisions hereof and of this Amendmentthe Loan Agreement.

Effectiveness. This Amendment shall be deemed effective upon (ai) the due execution and delivery to Bank of this Amendment by each party hereto, hereto and (bii) payment of Bank’s legal fees and expenses in connection with receipt of duly executed copies of the negotiation and preparation of this AmendmentCLRS Merger Documents.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of all Bank Expenses relating to this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, hereto and delivery of seine to Bank and (b) payment by Borrower of Bank’s legal all Bank Expenses (including all reasonable attorneys’ fees and expenses in connection with reasonable expenses) incurred through the negotiation and preparation date of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment of Bank’s legal fees and expenses in connection with an amount equal to all Bank Expenses incurred through the negotiation and preparation date of this Amendment, and (c) such other documents as Bank may reasonably request.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment of Bank’s legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, hereto and (b) payment of all Bank’s legal fees and expenses in connection with the preparation and negotiation and preparation of this AmendmentAmendment and the other Loan Documents.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) Bank’s receipt of the Subordinated Horizon Loan Documents, (c) Bank’s receipt of the Restated Horizon Subordination Agreement substantially in the form attached hereto as Schedule 2 and dated as of even date herewith, duly executed and delivered by Borrower, Horizon Collateral Agent and each of the Subordinated Horizon Creditors, and (bd) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.expenses

Effectiveness. This Amendment shall be deemed effective upon (ai) the due execution and delivery to Bank of this Amendment by each party hereto, (ii) the due execution and delivery to Bank of Borrowing Resolutions for each Borrower, and (biii) payment the delivery of Bankeach Borrower’s legal fees and expenses in connection with the negotiation and preparation of this Amendmentcurrent Operating Documents reflecting each Borrower’s updated corporate name.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, hereto and (b) Borrower’s payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) the due execution and delivery to Bank of the Joinder and Second Amendment to Amended and Restated Loan and Security Agreement, and (c) Borrower’s payment to Bank of Bank’s legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a1) the due execution and delivery to Bank of this Amendment by each party hereto, and (b1) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) Borrower’s payment of the Pro-Rated Commitment Fee; and (bc) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) due execution and delivery to Bank of the Warrant to Purchase Limited Liability Company Common Units dated as of the date hereof by each party thereto (the “2017 Warrant”), (c) Borrower’s payment of the Final Payment, (d) Borrower’s payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this AmendmentAmendment and the 0000 Xxxxxxx.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party heretohereto and delivery of same to Bank, and (b) payment by Borrower of Bank’s legal all Bank Expenses (including all reasonable attorneys’ fees and expenses in connection with reasonable expenses) incurred through the negotiation and preparation date of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party heretohereto and delivery of same to Bank, and (b) payment by Borrower of Bank’s legal all Bank Expenses (including all reasonable attorneys’ fees and expenses in connection with reasonable expenses) incurred through the negotiation and preparation date of this AmendmentAmendment and (c) payment by Borrower of the prorated Commitment Fee in the amount of $14,336.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) the due execution and delivery to Bank of the First Amendment to Loan and Security Agreement (Exim Loan Facility) by the Borrower and Bank dated of even date herewith (the “Exim Amendment”), and (bc) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment and the Exim Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) the due execution and delivery to Bank of the Cash Pledge Agreement by each party thereto, and (c) Borrower’s payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, hereto and (b) Borrower’s payment of Bank’s legal fees and expenses all Bank Expenses in connection with the negotiation and preparation of this Amendmentherewith.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, hereto and (b) Borrower’s payment to Bank of Bank’s reasonable and documented legal fees and expenses incurred in connection with this Amendment which shall have been invoiced within five (5) days of the negotiation and preparation of this Amendmentdate hereof.

Effectiveness. This Amendment shall be deemed effective on the Second Amendment Effective Date upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, hereto and (b) Borrower’s payment of Bank’s legal fees all Bank Expenses incurred and expenses in connection with invoiced as of the negotiation and preparation of this Amendmentdate hereof.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) payment the due execution and/or delivery to Bank of Bank’s legal fees and expenses the items listed on the Closing Checklist delivered to Borrowers in connection with the negotiation and preparation of this Amendment, and (c) Borrowers’ payment of all Bank Expenses in connection herewith.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) the due execution and delivery to Bank of the Joinder and Second Amendment to Mezzanine Loan and Security Agreement, and (c) Borrower’s payment to Bank of Bank’s legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed become effective upon as of the date first above written when the Bank shall have received (ai) the due execution and delivery to Bank counterparts of this Amendment duly executed by each party the parties hereto, and (bii) payment of Bank’s legal all fees due and expenses payable under or in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment of Bank’s legal fees and expenses an amount equal to the Bank Expenses incurred in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank Lenders of this Amendment by each party hereto, and (b) Borrower’s payment of Bank’s Lenders’ legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank Lenders of this Amendment by each party hereto, hereto and (b) Borrower’s payment of Bankall Lenders’ Expenses incurred through the date hereof, which may be debited from any of Borrower’s legal fees and expenses in connection accounts with the negotiation and preparation of this AmendmentLenders.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of (i) this Amendment by each party heretohereto and (ii) the Mezzanine Loan Documents, and (b) Co-Borrowers’ payment of Bank’s legal fees and expenses in connection with all Bank Expenses incurred through the negotiation and preparation of this Amendmentdate hereof.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) the due execution and delivery to Bank of the Warrant to be issued on the date hereof, and (bc) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) the due execution and delivery to Bank of the First Amendment to Loan and Security Agreement by the Borrower and Bank dated of even date herewith (the “Domestic Amendment”), and (bc) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment and the Domestic Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment of Bank’s legal fees and expenses an amount equal to the Bank Expenses incurred in connection with the negotiation and preparation of this Amendment, and (c) and such other documents as Bank may reasonably request.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank Collateral Agent and Lenders of (i) this Amendment by each party hereto, and (bii) Borrower’s payment of Bank’s legal fees and expenses in connection with all Lenders’ Expenses incurred through the negotiation and preparation date of this Amendment.. [Balance of Page Intentionally Left Blank]

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment to Bank of Bank’s legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.. ​

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) the due execution and delivery to Bank of the Warrant to be issued on the date hereof, and (bc) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment. [Signature page follows.]

Effectiveness. This Amendment shall be deemed effective upon (ai) the due execution and delivery to Bank of this Amendment by each party hereto, (ii) a consent to the Note Subordination Agreement, in form and substance reasonably satisfactory to the Bank, and (biii) payment receipt of the Second Omnibus Amendment, in form and substance reasonably satisfactory to the Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment of Bank’s legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.. ​ ​ ​ ​

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.. ​ ​ 123881858v2 220763.003059

Effectiveness. This Amendment shall be deemed effective upon (a7) the due execution and delivery to Bank of this Amendment by each party hereto, and (b7) Borrower’s payment of Bank’s legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.. Active 33398170v2 220763.001325

Effectiveness. This Amendment shall be deemed effective upon (ai) the due execution and delivery to Bank of this Amendment by each party hereto, hereto and (bii) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation receipt of this Amendmentduly executed original signatures to completed Borrowing Resolutions for Borrower.

Effectiveness. This Amendment shall be deemed effective upon as of July 6, 2013 (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank Agent of this Amendment by each party hereto, hereto and (b) Borrower’s payment to Agent of Bank’s the Lenders’ legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment to Bank of Bank’s reasonable and documented legal fees and expenses incurred in connection with this Amendment which shall have been invoiced within five (5) days of the negotiation and preparation of this Amendmentdate hereof.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) the due execution and delivery to Bank of updated Borrowing Resolutions for Borrower and (c) Borrower’ s payment of all Bank Expenses incurred through the date hereof, which may be debited from any of Borrowers’ accounts at Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment. [Signature page follows.]

Effectiveness. This Amendment shall be deemed effective upon (a1) the due execution and delivery to Bank of this Amendment by each party hereto, and (b1) Borrower’s payment of Bank’s legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.. Active 32226450v2 220763.001325

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, hereto and (b) Borrower’s payment to Bank of Bank’s legal all Bank Expenses (including all reasonable attorneys’ fees and expenses in connection with reasonable expenses) incurred through the negotiation and preparation date of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) payment of Bank’s legal fees and expenses receipt of the Corporate Borrowing Certificate substantially in connection with the negotiation and preparation form of this AmendmentExhibit B attached hereto.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank Lender of this Amendment by each party hereto, and (b) Borrowers’ payment of Bank’s legal fees and expenses all Lender Expenses incurred in connection with the negotiation existing Loan Documents and preparation of this Amendmentthe modifications herein.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank Lender of (i) this Amendment by each party hereto, ; and (bii) Borrower’s payment of Bank’s legal fees and expenses in connection with all Lender Expenses incurred through the negotiation and preparation date of this Amendment.. [Balance of Page Intentionally Left Blank] WEST

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment of all Bank Expenses incurred on or prior to the date hereof, each of which may be debited from Borrower’s accounts at Bank’s legal fees and expenses in connection with the negotiation and preparation . [Balance of this Amendment.Page Intentionally Left Blank]

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank Agent of this Amendment by each party hereto, and (b) Borrower’s payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this AmendmentLenders’ Expenses.

Effectiveness. This Amendment shall be deemed effective upon (ai) the due execution and delivery to Bank of this Amendment by each party hereto, (ii) Borrower’s payment to Bank of the Waiver Fee, and (biii) payment of Bank’s legal fees receipt of a duly executed Warrant to Purchase Stock in a form and expenses substance acceptable to Bank in connection with the negotiation and preparation of this Amendmentall respects. [Signature page follows.]

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment of Bank’s reasonable legal fees and expenses incurred in connection with this Amendment and the negotiation other Loan Documents; (c) a duly executed certificate of each Borrower, signed by a Responsible Officer of each such Borrower certifying and preparation of this Amendmentattaching the resolutions adopted by such Borrower, if necessary; and (d) such other documents as Bank shall reasonable request.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) delivery of the attached acknowledgements executed by the Guarantor, payment of Bank’s a $7,708 extension fee, and payment of all legal fees and expenses in connection with the negotiation and preparation of Bank related to this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment to Bank of Bank’s legal fees and expenses incurred in connection with this Amendment to the negotiation and preparation extent an invoice is delivered to Borrower on or prior to the date of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of (i) this Amendment by each party hereto, and (ii) updated Borrowing Resolutions, and (b) Borrowers’ payment of all Bank Expenses, which may be debited from any Borrower’s accounts with Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, hereto and (b) Borrower's payment of all of Bank’s 's legal fees costs and expenses in connection with the negotiation and preparation of this Amendmentherewith. [Signature page follows.]

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, ; and (b) Borrower’s payment of Bank’s legal fees and expenses the fee set forth herein plus all Bank Expenses incurred in connection with the negotiation and preparation of this Amendmentherewith.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s repayment in full in cash of all outstanding Equipment Advances and Second Equipment Advances, (c) Borrower’s payment of Bank’s legal fees and expenses in connection with the negotiation and preparation Line of this AmendmentCredit Fee.

Effectiveness. This Amendment shall be deemed effective as of the date first above written upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) the Borrower’s payment of Bankall Bank Expenses (including all reasonable attorney’s legal fees and expenses in connection with reasonable expenses) incurred and invoiced as of the negotiation and preparation of this Amendmentdate hereof.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, hereto and (b) Borrower’s payment to Bank of Bank’s legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment. [Signature page follows.]

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, hereto and (b) payment of all Bank’s legal fees and expenses in connection with the preparation and negotiation and preparation of this Amendment.Amendment and the other Loan Documents,

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment to Bank of all Bank Expenses due and owing as of the date hereof for which Bank has invoiced Borrower on or prior to the date hereof, which may be debited from any of Borrower’s accounts at Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) payment of Bank’s legal fees and expenses receipt of the Corporate Borrowing Certificate in connection with the negotiation and preparation form of this AmendmentExhibit B attached hereto.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) the due execution and delivery to Bank of a Warrant to Purchase Common Stock dated on or about the date hereof by each party thereto, and (c)Borrower’s payment of Bank’s legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment of Bank’s legal fees and all Bank expenses in connection with incurred through the negotiation and preparation date of this Amendment., which amount shall be automatically debited by Bank from any of Borrower’s accounts with Bank on or prior to the date hereof. [Signature page follows]

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, hereto and (b) Co-Borrowers’ payment of Bank’s legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank Agent of this Amendment by each party hereto, hereto and (b) Borrower’s payment to Agent of BankAgent’s and the Lenders’ legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendmentout-of-pocket expenses.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, hereto and (b) Co-Borrowers’ payment of Bank’s legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment. [Signature page follows.]

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) payment the effective date of that certain Seventh Amendment to Loan and Security Agreement dated as of the date hereof by and among Borrowers and Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, ; and (b) Borrower’s payment to Bank of Bank’s legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) payment the due execution and delivery to Bank of Bank’s legal fees and expenses updated Borrowing Resolutions in connection with the negotiation and preparation form attached hereto. [Balance of this Amendment.Page Intentionally Left Blank]