FUTURE HAVE
UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OTHER THAN WITH RESPECT TO THE
MATTER FOR WHICH THIS CONSENT HAS BEEN PROVIDED.
THE CONSENT DESCRIBED HEREIN
SHALL NOT ALTER, AFFECT, RELEASE OR PREJUDICE IN ANY WAY ANY OF BORROWERS'
OBLIGATIONS UNDER THE CREDIT AGREEMENT (INCLUDING,
WITHOUT LIMITATION, THE OBLIGATIONS), EACH OF WHICH ARE RATIFIED AND CONFIRMED.
THIS AMENDMENT SHALL NOT OBLIGATE LENDER TO PROVIDE ANY FURTHER CONSENT TO ANY
WAIVER OR MODIFICATION OF ANY OTHER TERM OR CONDITION OF THE CREDIT AGREEMENT OR
PREJUDICE ANY RIGHT OR REMEDY THAT LENDER MAY NOW OR HEREAFTER HAVE UNDER OR IN
CONNECTION WITH THE CREDIT AGREEMENT.
THIS CONSENT SHALL NOT BE CONSTRUED AS A
COURSE OF CONDUCT ON THE PART OF LENDER UPON WHICH BORROWERS MAY RELY AT ANY
TIME IN THE FUTURE.
BORROWERS EXPRESSLY WAIVE ANY RIGHT TO ASSERT ANY CLAIM TO
SUCH EFFECT AT ANY TIME.
2.
JOINDER.
(A)
UPON THE EFFECTIVENESS OF THIS AMENDMENT,
JOINING BORROWER JOINS IN AS, ASSUMES THE OBLIGATIONS AND LIABILITIES OF, ADOPTS
THE OBLIGATIONS, LIABILITIES AND ROLE OF, AND BECOMES, A BORROWER UNDER THE LOAN
DOCUMENTS, THE AMENDED AND RESTATED REVOLVING NOTE AND ALL OTHER LOAN
DOCUMENTS.
ALL REFERENCES TO BORROWERS CONTAINED IN THE LOAN DOCUMENTS ARE
HEREBY DEEMED FOR ALL PURPOSES TO ALSO REFER TO AND INCLUDE JOINING BORROWER AS
A BORROWER AND JOINING BORROWER HEREBY AGREES TO COMPLY WITH ALL OF THE TERMS
AND CONDITIONS OF THE LOAN DOCUMENTS AS IF JOINING BORROWER WERE AN ORIGINAL
SIGNATORY THERETO.
(B)
WITHOUT LIMITING THE GENERALITY OF THE
PROVISIONS OF SUBPARAGRAPH (A) ABOVE, JOINING BORROWER HEREBY BECOMES LIABLE, ON
A JOINT AND SEVERAL BASIS, ALONG WITH ALL OTHER BORROWERS, FOR ALL OBLIGATIONS,
INCLUDING, WITHOUT LIMITATION, ALL EXISTING AND FUTURE LOANS AND OTHER
LIABILITIES AND OBLIGATIONS INCURRED AT ANY TIME BY ANY ONE OR MORE BORROWERS
UNDER THE LOAN DOCUMENTS, AS AMENDED HEREBY OR AS MAY BE HEREAFTER AMENDED,
MODIFIED, SUPPLEMENTED OR REPLACED.
3.
AMENDMENT.
UPON THE EFFECTIVENESS OF
THIS AMENDMENT, THE CREDIT AGREEMENT ARE HEREBY RESPECTIVELY AMENDED IN THE
FOLLOWING MANNER:
(A)
ANNEX I TO THE CREDIT AGREEMENT IS HEREBY
AMENDED BY INSERTING THE FOLLOWING DEFINITIONS:
"AG ACQUISITION" SHALL MEAN THE ACQUISITION BY CLARIENT OF APPLIED
GENOMICS, INC. BY MEANS OF THE MERGER OF CLARIENT ACQUISITION CORPORATION, A
DELAWARE CORPORATION AND WHOLLY-OWNED SUBSIDIARY OF CLARIENT, WITH AND INTO
APPLIED GENOMICS, INC., WITH APPLIED GENOMICS, INC. SURVIVING THE MERGER AS A
WHOLLY-OWNED SUBSIDIARY OF CLARIENT.
"AG ACQUISITION DOCUMENTS" SHALL MEAN THAT CERTAIN AGREEMENT AND PLAN OF MERGER
AND REORGANIZATION, DATED AS OF DECEMBER 21, 2009, BY AND AMONG CLARIENT,
CLARIENT ACQUISITION CORPORATION, APPLIED GENOMICS, INC, CERTAIN STOCKHOLDERS OF
APPLIED GENOMICS, INC. AND ROBERT S. SEITZ AS REPRESENTATIVE OF THE STOCKHOLDERS
OF APPLIED GENOMICS, INC., AND ALL OTHER CERTIFICATES, AGREEMENTS, DOCUMENTS OR
OTHER INSTRUMENTS EXECUTED AND DELIVERED IN CONNECTION THEREWITH.
(B)
THE SCHEDULES TO THE CREDIT AGREEMENT (OTHER
THAN SCHEDULE 1.01) ARE HEREBY AMENDED AND RESTATED BY THE SCHEDULES ATTACHED
HERETO AS EXHIBIT A ("AMENDED AND RESTATED SCHEDULES").
2
4.
REPRESENTATIONS AND WARRANTIES.
EACH
BORROWER