INC. (COLLECTIVELY, "SAFEGUARD") REQUIRED PURSUANT TO
SECTION 1(C) OF THE AMENDED AND RESTATED REIMBURSEMENT AND INDEMNITY AGREEMENT
DATED JANUARY 17, 2007 AMONG CLARIENT, INC. AND SAFEGUARD, AS AMENDED, AND
(II) EVIDENCE THAT ALL CONDITIONS TO THE EFFECTIVENESS OF SUCH AMENDMENT HAVE
BEEN SATISFIED, ALL ON TERMS AND CONDITIONS SATISFACTORY TO LENDER;
(D)
DELIVERY BY BORROWERS OF THE FULLY EXECUTED
AMENDED SAFEGUARD LOAN DOCUMENTS, ALONG WITH EVIDENCE THAT ALL CONDITIONS TO
EFFECTIVENESS OF SUCH DOCUMENTS HAVE BEEN SATISFIED, ALL ON TERMS AND CONDITIONS
SATISFACTORY TO LENDER;
(E)
DELIVERY BY BORROWERS OF CERTIFIED COPIES
OF RESOLUTIONS OF EACH BORROWER'S BOARD OF DIRECTORS, GENERAL PARTNERS, MEMBERS
OR MANAGERS, AS APPLICABLE, AUTHORIZING THE EXECUTION OF THIS AMENDMENT AND EACH
DOCUMENT REQUIRED TO BE DELIVERED BY ANY SECTION HEREOF;
4
(F)
NO UNMATURED EVENT OF DEFAULT OR EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING UNDER THE LOAN DOCUMENTS;
(G)
PAYMENT BY BORROWERS OF ANY AND ALL COSTS,
FEES AND EXPENSES OF LENDER (INCLUDING, THE AMENDMENT FEE AND ATTORNEYS' FEES)
IN CONNECTION WITH THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED HEREBY; AND
(H)
EXECUTION AND/OR DELIVERY BY BORROWERS OF
ALL AGREEMENTS, INSTRUMENTS AND DOCUMENTS REQUESTED BY LENDER TO EFFECTUATE AND
IMPLEMENT THE TERMS HEREOF AND THE LOAN DOCUMENTS.
6.
CONFIRMATION OF INDEBTEDNESS. BORROWERS
HEREBY ACKNOWLEDGE AND CONFIRM THAT AS OF THE CLOSE OF BUSINESS ON FEBRUARY 24,
2009, BORROWERS ARE INDEBTED TO LENDER, WITHOUT DEFENSE, SETOFF, CLAIM OR
COUNTERCLAIM, UNDER THE LOAN DOCUMENTS, IN THE AGGREGATE PRINCIPAL AMOUNT OF
$4,653,534.92 PLUS ALL FEES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES)
INCURRED TO DATE IN CONNECTION WITH THE LOAN DOCUMENTS.
7.
RATIFICATION OF EXISTING CREDIT
DOCUMENTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL OF THE TERMS AND CONDITIONS
OF THE CREDIT AGREEMENT AND EXISTING CREDIT DOCUMENTS ARE HEREBY RATIFIED AND
CONFIRMED AND CONTINUE UNCHANGED AND IN FULL FORCE AND EFFECT. ALL REFERENCES TO
THE CREDIT AGREEMENT SHALL MEAN THE CREDIT AGREEMENT AS MODIFIED BY THIS
AMENDMENT.
8.
SECURITY INTEREST. BORROWERS HEREBY
CONFIRM AND AGREE THAT ALL SECURITY INTERESTS AND LIENS GRANTED TO LENDER
CONTINUE TO BE PERFECTED, FIRST PRIORITY LIENS AND REMAIN IN FULL FORCE AND
EFFECT AND SHALL CONTINUE TO SECURE THE OBLIGATIONS. ALL COLLATERAL REMAINS FREE
AND CLEAR OF ANY LIENS OTHER THAN LIENS IN FAVOR OF LENDER AND PERMITTED LIENS.
NOTHING HEREIN CONTAINED IS INTENDED TO IN ANY WAY IMPAIR OR LIMIT THE VALIDITY,
PRIORITY, AND EXTENT OF LENDER'S EXISTING SECURITY INTEREST IN AND LIENS UPON
THE COLLATERAL.
9.
GOVERNING LAW. THIS AMENDMENT, AND ALL
MATTERS ARISING OUT OF OR RELATING TO THIS AMENDMENT, SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA,
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS, AND SHALL BE CONSTRUED
WITHOUT THE AID OF ANY CANON, CUSTOM OR RULE OF LAW REQUIRING CONSTRUCTION
AGAINST THE DRAFTSMAN.
10.
RELEASE. AS FURTHER CONSIDERATION FOR
LENDER'S AGREEMENT TO GRANT THE ACCOMMODATIONS SET FORTH HEREIN, EACH BORROWER
HEREBY WAIVES AND RELEASES AND FOREVER DISCHARGES LENDER AND ITS OFFICERS,
DIRECTORS, ATTORNEYS, AGENTS AND EMPLOYEES FROM