THE OTHER LOAN DOCUMENTS;
(C)
RECEIPT OF LOAN DOCUMENTS.
THE BANK SHALL HAVE RECEIVED THE DULY
EXECUTED LOAN DOCUMENTS REQUIRED TO BE DELIVERED ON THE DATE HEREOF AND SUCH
OTHER INSTRUMENTS AND DOCUMENTS WHICH THE BANK MAY REASONABLY REQUEST IN
CONNECTION WITH THE TRANSACTIONS PROVIDED FOR IN THIS AGREEMENT;
(D)
GOOD STANDING.
THE BANK SHALL HAVE RECEIVED CERTIFICATES OF GOOD
STANDING, SUBSISTENCE AND/OR STATUS DATED A RECENT DATE FROM THE SECRETARY OF
STATE OR APPROPRIATE TAXING OR OTHER AUTHORITIES IN THE JURISDICTION OF
INCORPORATION OR ORGANIZATION OF THE BORROWER AND IN OTHER LOCATIONS REASONABLY
REQUESTED BY THE BANK WHERE BORROWER IS AUTHORIZED TO DO BUSINESS;
(E)
OPINION OF BORROWER'S COUNSEL.
THE BANK SHALL HAVE RECEIVED A
WRITTEN OPINION OF COUNSEL FOR THE BORROWER ADDRESSED TO THE BANK AND COVERING
SUCH MATTERS AS THE BANK MAY REASONABLY REQUIRE;
(F)
EXISTING CREDIT AGREEMENT.
THE BANK SHALL HAVE RECEIVED
(I) EVIDENCE THAT THE EXISTING CREDIT FACILITY HAS BEEN TERMINATED AND ALL
INDEBTEDNESS THEREUNDER HAS BEEN PAID IN FULL; AND (II) EVIDENCE OF THE
TERMINATION OF ALL EXISTING LIENS IN FAVOR OF CAMDEN STRATEGIC PARTNERS III,
LLC.
"CREDIT FACILITY" SHALL MEAN THE CREDIT AGREEMENT, DATED AS OF JULY 19,
2006, BY AND AMONG THE COMPANY, CAMDEN PARTNERS STRATEGIC III, LLC AND THE OTHER
LENDERS NAMED THEREIN.
(G)
10-Q.
THE BANK SHALL HAVE RECEIVED THE BORROWER'S MOST RECENTLY
FILED FORM 10-Q, WHICH SHALL CONTAIN FINANCIAL STATEMENTS WHICH ARE CONSISTENT
IN ALL MATERIAL RESPECTS WITH THE BORROWER'S BUDGET FOR THE SIX (6) MONTH PERIOD
ENDED JUNE 30, 2008, WHICH BUDGET WAS PREVIOUSLY SUPPLIED TO THE BANK BY THE
BORROWER.
(H)
INITIAL DRAW.
THE INITIAL REVOLVING ADVANCE ON THE DATE HEREOF
UNDER THE REVOLVING LINE OF CREDIT SHALL NOT EXCEED $2,500,000.
(I)
PREFERRED STOCK AGREEMENTS.
THE BANK SHALL HAVE RECEIVED
EVIDENCE OF THE BORROWER'S ABILITY TO ENTER INTO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY UNDER THE TERMS AND CONDITIONS OF THE PREFERRED
STOCK AGREEMENTS.
"PREFERRED STOCK AGREEMENTS" SHALL MEAN, COLLECTIVELY,
(I) THE SERIES C STOCK AND WARRANT PURCHASE AGREEMENT, DATED AS OF JULY 2, 2007,
BY AND AMONG THE COMPANY AND THE SERIES C STOCKHOLDERS, (II) THE CERTIFICATE OF
DESIGNATION, PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK OF
THE COMPANY, (III) THE CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF
SERIES C CONVERTIBLE PREFERRED STOCK OF THE COMPANY, (IV) THE SECOND AMENDED AND
RESTATED STOCKHOLDERS' AGREEMENT, DATED AS OF JULY 3, 2007, BY AND AMONG THE
COMPANY, THE SERIES B STOCKHOLDERS, THE SERIES C STOCKHOLDERS AND THE WARRANT
HOLDERS, AND (V) THE VOTING AGREEMENT, DATED AS OF JULY 3, 2007, BY AND AMONG
THE COMPANY AND THE STOCKHOLDERS OF THE COMPANY NAMED THEREIN.
(J)
MATERIAL ADVERSE CHANGE.
THERE SHALL HAVE BEEN NO MATERIAL
ADVERSE CHANGE IN THE FINANCIAL CONDITION, OPERATIONS, PROPERTIES, OR ASSETS OF
THE BORROWER SINCE THE DATE OF THE MOST RECENT FINANCIAL STATEMENTS;
(K)
MATERIAL LITIGATION OR CONTINGENT OBLIGATIONS.
THERE SHALL BE NO
(I) MATERIAL ACTIONS, SUITS, PROCEEDINGS OR GOVERNMENT INVESTIGATIONS PENDING
OR, TO ITS KNOWLEDGE, THREATENED AGAINST THE BORROWER; OR (II) UNDISCLOSED