POST-PETITION SENIOR SECURED SUPER-PRIORITY CREDIT AGREEMENT

Exhibit 10.1

POST-PETITION
SENIOR SECURED SUPER-PRIORITY CREDIT AGREEMENT

by and among

ISOLAGEN, INC. and,

ISOLAGEN TECHNOLOGIES, INC. ,
as Borrowers,

and

the LENDERS party hereto from time to time,

and

VIRIATHUS SERVICES LLC SERIES,
as Administrative Agent,

and

VIRIATHUS SERVICES LLC SERIES,

as Collateral Agent

Dated as of June       , 2009

TABLE OF CONTENTS

SCHEDULES

EXHIBITS

POST-PETITION
SENIOR SECURED SUPER-PRIORITY CREDIT AGREEMENT

This POST-PETITION SENIOR SECURED SUPER-PRIORITY CREDIT AGREEMENT, dated as of June  _____, 2009 (this “ Agreement ”), is entered into by and among ISOLAGEN, INC., a Delaware corporation (“ Isolagen ”), and ISOLAGEN TECHNOLOGIES, INC., a Delaware corporation (“ Technologies ” and, together with Isolagen, in their capacity as borrowers hereunder, each a “ Borrower ” and collectively, the “ Borrowers ”), the lenders party hereto from time to time, VIRIATHUS SERVICES LLC SERIES, a Delaware series limited liability company, as administrative agent for the DIP Lenders (in such capacity, together with its successors and assigns, if any, the “ Administrative Agent ”), and VIRIATHUS SERVICES LLC SERIES, a Delaware series limited liability company, as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, if any, the “ Collateral Agent ”).

RECITALS

WHEREAS, the Pre-Petition Borrower (as defined herein), the Pre-Petition Lenders (as defined herein), and the Pre-Petition Agent (as defined herein) are parties to the Pre-Petition Credit Agreement (as defined herein);

WHEREAS, under the Pre-Petition Credit Agreement, the Pre-Petition Lenders made certain loans and other extensions of credit to the Pre-Petition Borrower;

WHEREAS, all Pre-Petition Indebtedness is owed to the Pre-Petition Lenders;

WHEREAS, on June  _____, 2009 (the “ Petition Date ”), the Pre-Petition Borrower and Technologies filed with the United States Bankruptcy Court for the District of Delaware, separate voluntary petitions for relief under Chapter 11 of the Bankruptcy Code, Case Nos.                                          (the “ Chapter 11 Cases ”);

WHEREAS, Borrowers are continuing to operate their business and manage their properties as debtors-in-possession under Sections 1107 and 1108 of the Bankruptcy Code;

WHEREAS, an immediate and ongoing need exists for Borrowers to obtain funds in order to continue to operate their business and manage their properties as debtors-in-possession under Chapter 11 of the Bankruptcy Code, and Borrowers have requested that the DIP Lenders extend post-petition financing to Borrowers, and the DIP Lenders are willing to provide such post-petition financing on the terms and subject to the conditions set forth in the Interim Financing Order, the Final Financing Order, and this Agreement; and

WHEREAS, to secure the post-petition financing, pursuant to the Interim Financing Order and the Final Financing Order, Borrowers have agreed to grant to the Collateral Agent for the ratable benefit of each of the DIP Lenders on a post-petition basis a Lien on substantially all of Borrowers’ real and person property and other assets.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS; CERTAIN TERMS

Section 1.01 Definitions . As used in this Agreement, the following terms have the meanings set forth below:

“ Acceptable Disclosure Statement ” means a disclosure statement of the Borrowers in form and substance acceptable to the Instructing Group.

“ Acceptable Plan ” means a plan of reorganization of the Debtors that is consistent with the Restructuring Agreement and otherwise in form and substance acceptable to the Instructing Group and the Pre-Petition Lenders. Such Acceptable Plan shall provide, among other things, that, assuming no Event of Default has occurred and is continuing, (i) all outstanding principal of and interest accrued and unpaid on the DIP Loans and the Indebtedness under the Pre-Petition Loan Documents (the “ Unpaid DIP Loan and Pre-Petition Balance ”), in lieu of being paid in accordance with this Agreement, shall be converted into, or there shall be issued to the DIP Lenders and Pre-Petition Lenders in full satisfaction of and in exchange for the Unpaid DIP Loan and Pre-Petition Balance, new common stock of Reorganized ILE representing in the aggregate not less than 61% (and not less than 49.91% after dilution by any exit financing) of the issued and outstanding common stock of Reorganized ILE immediately after consummation of such Acceptable Plan, which stock shall be allocated to the DIP Lenders and Pre-Petition Lenders pro rata in proportion to their respective shares of the Unpaid DIP Loan and Pre-Petition Balance and (ii) the Board of Directors of Reorganized ILE shall be comprised of such persons as the Instructing Group, the Pre-Petition Lenders and the Person(s) providing exit financing to Reorganized ILE shall mutually agree.

“ Account ” means an “ account ” as that term is defined in the UCC.

“ Action ” has the meaning ascribed to such term in Section 13.13 .

“ Administrative Agent ” has the meaning ascribed to such term in the introductory paragraph hereto.

“ Administrative Agent’s Office ” means the office of the Administrative Agent located at Viriathus Services LLC Series, Two Rector Street, 16th Floor, New York, NY 10006-1840, or such other office as may be designated pursuant to the provisions of Section 13.01 .

“ Affiliate ”, as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such specified Person, whether through the ownership of voting Securities or by contract or otherwise.

“ Agent-Related Persons ” means each of the Agents and its Affiliates, and the officers, directors, employees, counsel, agents, and attorneys-in-fact of such Agent and its Affiliates.

“ Agents ” means, collectively, the Administrative Agent and the Collateral Agent.

“ Agreed Budget ” means the 15 week budget (such 15 week period, the “ Budget Period ”) of Borrowers attached hereto as Exhibit E-1 ; provided that on a weekly basis, Borrowers shall provide to the DIP Lenders an updated budget for the Budget Period in substantially the same format as the previous budget, which upon acceptance by the Instructing Group in their sole discretion, shall become the Agreed Budget; provided , further , that at the end of every four week period, prior to the Entry Date, Borrowers shall provide the DIP Lenders with a new 15-week budget for the ensuing 15-week period in substantially the same format as the previous budget, which, upon acceptance by the Instructing Group in their sole discretion, shall become the Agreed Budget.

“ Agreement ” means this Post-Petition Senior Secured Super-Priority Credit Agreement, together with all Exhibits and Schedules hereto, as such agreement may be amended, supplemented or otherwise modified from time to time.

“ Applicable Law ” means, in respect of any Person, all provisions of constitutions, laws, statutes, rules, regulations, treaties, directives, guidelines and orders of Governmental Authorities applicable to such Person, including zoning ordinances, all Environmental Laws, and all orders, decisions, judgments and decrees of all courts and arbitrators in proceedings or actions to which the Person in question is a party or by which it is bound.

“ Arranging Agent ” means Viriathus Capital LLC, an affiliate of Trade Desk Financial Corp., a FINRA-registered broker-dealer.

“ Asset Purchase Agreement ” means an agreement for an Asset Sale executed and delivered by Borrowers, as sellers, and the DIP Lenders and, if they elect to participate therein, the Pre-Petition Lenders, as purchasers.

“ Asset Sale ” means the sale of substantially all of the assets of Borrowers pursuant to the terms of the Asset Purchase Agreement. Nothing in this Agreement shall preclude the Pre-Petition Lenders from participating, and the Pre-Petition Lenders shall have the right to participate, in the DIP Lenders’ purchase of the Debtors’ assets, including without limitation any sale of Pre-Petition Collateral. In the event the Pre-Petition Lenders participate in such a sale, the Pre-Petition Lenders shall be entitled to credit bid the full amount of the Indebtedness owing to them under the Pre-Petition Credit Agreement at the time of such sale.

“ Assignment and Acceptance ” means an Assignment and Acceptance substantially in the form of Exhibit A-1 attached hereto and made a part hereof (with blanks appropriately completed) delivered to the Administrative Agent in connection with an assignment of a DIP Lender’s interest under this Agreement in accordance with Section 13.08(b) .

“ Avoidance Actions ” means, collectively, any and all avoidance claims and causes of action of the bankruptcy estates of the Debtors arising under Sections 544, 545, 547, 548, 549, 550 or 553 of the Bankruptcy Code.

“ Bankruptcy Code ” means Title 11 of the United States Code (11 U.S.C. §§ 101 et seq.), as amended from time to time, and any successor statute.

“ Bankruptcy Court ” means the United States Bankruptcy Court for the District of Delaware or such other courts as shall have jurisdiction over the Chapter 11 Cases.

“ Benefit Plan ” means any “employee benefit plan”, as defined in Section 3(3) of ERISA.

“ Bid Procedures ” means the bid procedures to be established by the Bankruptcy Court with respect to the auction of the assets of Borrowers.

“ Bid Procedures Order ” has the meaning ascribed to such term in the definition of Sale Milestone.

“ Borrower ” and “ Borrowers ” have the meanings ascribed to such terms in the introductory paragraph hereto.

“ Borrowing Request ” means a request and certification in substantially the form attached as Exhibit B-1 hereto, executed by a Responsible Officer of Borrower and delivered to the Administrative Agent.

“ Budget Period ” has the meaning ascribed to such term in the definition of Agreed Budget.

“ Business Day ” means any day that is not a Saturday, a Sunday or a day on which commercial banks are required or permitted to be closed in the State of New York.

“ Capital Expenditures ” means, with respect to any Person for any period, the sum of the aggregate of all expenditures by such Person arising during such period that, in accordance with GAAP, are or should be included in the “property, plant and equipment” account on its consolidated balance sheet, including all applicable Capitalized Lease Obligations with respect to “property, plant and equipment”, paid or payable during such period, plus any other capital expenditures of such Person that are set forth in a consolidated statement of cash flows of such person for such period prepared in accordance with GAAP, excluding in each case, (a) any such expenditures made for the repair, replacement or restoration of assets to the extent paid or reimbursed by any insurance policy or condemnation award to the extent such expenditures for reinvestment are permitted under the Loan Documents, and (b) any leasehold improvement expenditures to the extent paid or reimbursed by the applicable lessor, sublessor or sublessee.

“ Capitalized Lease ” means, with respect to any Person, any lease of real or personal property by such Person as lessee which is required under GAAP to be capitalized on the balance sheet of such Person.

“ Capitalized Lease Obligations ” means, with respect to any Person, obligations of such Person as lessee under Capitalized Leases as determined in accordance with GAAP.

“ Carve-Out ” means sums having priority ahead of the Super-Priority Claims and Liens securing the DIP Loans for (a) the payment of any unpaid fees payable to the Clerk of the Bankruptcy Court and the Office of the United States Trustee pursuant to 28 U.S.C. §1930 and (b) the payment of unpaid claims (whether then or subsequently allowed) for fees and expenses incurred by professionals retained by the Debtors pursuant to an order of the Bankruptcy Court, including (i) fees and expenses actually incurred prior to the occurrence of an Event of Default and (ii) fees and expenses incurred after the occurrence of a Carve-Out Event up to: (1) $200,000 for fees and expenses payable to counsel and $97,500 payable to other professionals retained by the Debtors, subject to Bankruptcy Court approval (the “ Debtors’ Professional Expense Cap ”); and (2) $50,000 for fees and expenses payable to professionals retained by any committee in the Chapter 11 Cases, subject to Bankruptcy Court approval (together with the Debtors’ Professional Expense Cap, collectively, the “ Professional Expense Cap ”); provided , that any payments actually made to such professionals under Sections 330 or 331 of the Bankruptcy Code or any other provision of the Bankruptcy Code or order of the Bankruptcy Court shall reduce the Professional Expense Cap on a dollar-for-dollar basis, provided , however , that (x) any prepetition retainers shall not count against and shall not reduce the Professional Expense Cap and (y) all such retainers shall be exhausted prior to Debtors’ payment of any amounts subject to the Debtors’ Professional Expense Cap. The post-petition Liens and security interests and the administrative priority claims of the DIP Lenders shall be senior to, and no proceeds of the DIP Loans nor any Collateral granted hereunder (nor proceeds thereof) may be used to pay, any and all claims for services rendered by any of the professionals retained by Borrower or any official committee in connection with the investigation of, assertion of or joinder in any claim, counterclaim, action, proceeding, application, motion, objection, defense or other contested matter against the Pre-Petition Lenders or the DIP Lenders.

“ Carve-Out Event ” means the earliest to occur of: (i) the Maturity Date; (ii) the existence of a Default or Event of Default hereunder; or (iii) any material violation of the Financing Orders.

“ Cash Equivalents ” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by an agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year after the date of acquisition thereof; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one (1) year after the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then from such other nationally recognized rating services as are reasonably acceptable to the Administrative Agent) and not listed in Credit Watch published by S&P; (c) commercial paper, other than commercial paper issued by Borrower, maturing no more than two hundred seventy (270) days after the date of acquisition thereof and, at the time of acquisition, having a rating of at least A 1 or P 1, respectively, from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then the comparable rating from such other nationally recognized rating services as are reasonably acceptable to the Administrative Agent); (d) domestic and Eurodollar certificates of deposit or time deposits or bankers’ acceptances maturing within one (1) year after the date of acquisition thereof issued by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia or Canada having combined capital and surplus of not less than $500,000,000; and (e) shares of money market or mutual funds that are required to have a net asset value of $1.00 per share with assets in excess of $250,000,000 and that invest exclusively in assets satisfying the requirements of clauses (a) through (d) of this definition.

“ Cash Management Bank ” means TD Bank, 405 Eagleview Blvd., Exton, PA 19341, or such other financial institution as may be acting as cash management bank for Borrowers with the consent of the Instructing Group.

“ Casualty ” means any casualty, loss, damage, destruction or other similar loss with respect to real or personal property or improvements.

“ Change of Control ” means, at any time, (i) any Person or “group” (within the meaning of Rules 13d 3 and 13d 5 under the Securities Exchange Act) (a) shall become a beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act) of 50% or more on a fully diluted basis of the voting and/or economic interest in the Equity Interests of either Borrower or (b) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of either Borrower; (ii) Isolagen shall cease to beneficially own and control 100% on a fully diluted basis of the economic and voting interest in the Equity Interests of Technologies except as otherwise permitted hereunder; or (iii) the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of either Borrower cease to be occupied by Persons who either (a) were members of the board of directors of such Borrower on the Closing Date, (b) were nominated for election by the board of directors of such Borrower, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by a majority of such directors or (c) were appointed by an equity investor pursuant to a right to designate directors.

“ Chapter 11 Cases ” has the meaning ascribed to such term in the recitals hereto.

“ Closing Date ” means the Business Day, on or before June 16, 2009 or such later date to which the Instructing Group may agree in their sole discretion, on which all of the conditions precedent to the availability of DIP Loans set forth in Section 5.01 have been satisfied (or waived in accordance with the terms of this Agreement).

“ Code ” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, in each case as in effect from time to time. References to sections of the Code shall be construed also to refer to any successor sections.

“ Collateral ” means all current and future assets, properties and rights of Debtors, wherever located, including, but not limited to, all affiliate indebtedness, Accounts, deposit accounts, chattel paper, instruments, documents, securities, contract rights, receivables, Equipment, goods, Inventory, investment property (including, without limitation, Isolagen’s 100% interest in Technologies), goodwill, General Intangibles, Intellectual Property, letter-of-credit rights, commercial tort claims, warranties and guarantees, leaseholds ( provided that Debtors shall not be required to deliver or record real property leasehold mortgages), licenses; and all products, proceeds (including insurance policies and proceeds) and income of or derived from of any of the foregoing, whether by disposition or otherwise, and shall include all assets defined as “Collateral” in the Financing Orders or any Security Documents; provided , however , that Collateral shall not include Isolagen’s 57% equity interest in Agera Laboratories, Inc. or any proceeds thereof and provided , further , that, (i) until the Entry Date, Collateral shall not include Avoidance Actions and proceeds thereof and (ii) upon the Entry Date, Collateral shall include Avoidance Actions and proceeds thereof.

“ Collateral Agent ” has the meaning ascribed to such term in the introductory paragraph hereto.

“ Collateral Rights Agreement ” means that certain Collateral Rights Agreement dated as of April 21, 2009 among Viriathus and the Pre-Petition Lenders appointing Viriathus as agent for the Pre-Petition Lenders.

“ Collections ” means all cash, checks, notes, instruments, and other items of payment (including insurance and condemnation proceeds, cash proceeds of sales and other voluntary or involuntary dispositions of property, rental proceeds, royalties, settlements and tax refunds).

“ Commitment ” means, with respect to any DIP Lender, the obligation of such DIP Lender to make a DIP Loan pursuant to the terms and conditions of this Agreement, and which shall not exceed the amount set forth on such DIP Lender’s signature page to this Agreement (as such amount may be amended in connection with the exercise of the right of the DIP Lenders to provided additional financing under Section 2.01(b)(ii) hereof). “ Commitments ” means the aggregate principal amount of the Commitments of all the DIP Lenders up to the Maximum Commitment Amount.

“ Condemnation ” means any taking by a Governmental Authority of property or assets, or any part thereof or interest therein, for public or quasi-public use under the power of eminent domain, by reason of any public improvement or condemnation or in any other manner.

“ Contingent Obligation ” means, with respect to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether directly or indirectly, including, without limitation, (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of a primary obligor, (b) the obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement, or (c) any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation, or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, assets, Securities or services primarily for the purpose of assuring the owner of any such primary obligation, of the ability of the primary obligor to make payment of such primary obligation, or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof.

“ Control Agreement ” means, with respect to a Securities Account or a Deposit Account, an agreement, in form and substance reasonably satisfactory to the Collateral Agent, which effectively gives “ control ” (as defined in the UCC) to the Collateral Agent in such Securities Account and all investment property contained therein or such Deposit Account and all funds contained therein, as the case may be.

“ Copyrights ” means all current and future (i) copyright rights, including mask work rights and rights in and to published and unpublished works of authorship in any medium, arising under the laws of the United States, any other country, or union of countries, or any political subdivision of any of the foregoing, whether registered or unregistered and whether published or unpublished (ii) all registrations and recordings thereof, and all applications in connection therewith, (iii) all extensions and renewals thereof, (iv) all rights corresponding thereto throughout the world, including without limitation, all registrations, recordings and applications in the United States Copyright Office, (v) all rights to sue for past, present and future infringement thereof and all rights to receive proceeds, payments and distributions made in connection with the foregoing and (vi) all other rights of any kind whatsoever accruing thereunder or pertaining thereto including rights to income, proceeds of such receivables and royalties from the exploitation thereof.

“ Debtor ” means a Borrower as debtor and debtor-in-possession in its Chapter 11 Case and “ Debtors ” means the Debtors, collectively.

“ Default ” means an event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“ Deposit Account ” means a “ deposit account ” as that term is defined in Article 9 of the UCC.

“ DIP Lenders ” means, collectively, the lenders identified on the signature pages hereof, together with their respective successors and permitted assigns, each a “ DIP Lender .”

“ DIP Liens ” has the meaning ascribed to such term in Section 10.01 .

“ DIP Loans ” has the meaning ascribed to such term in Section 2.01(a) .

“ Disposition ” means any transaction, or series of related transactions, pursuant to which a Borrower or any of its subsidiaries conveys, sells, leases or subleases, assigns, transfers or otherwise disposes of any part of its business, property or assets (whether now owned or hereafter acquired) to any other Person, in each case whether or not the consideration therefor consists of cash, Securities or other assets, excluding any sales of Inventory in the ordinary course of business.

“ Dollar ”, “ Dollars ” and the symbol “ $ ” each means lawful money of the United States of America.

“ Eligible Assignee ” means (a) a DIP Lender; (b) Affiliate of a DIP Lender; and (c) any other Person approved by the Administrative Agent.

“ Entry Date ” means the date of the entry of the Final Order.

“ Environmental Actions ” means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter or other communication from any Governmental Authority or other Person alleging violations of, or liability under, any Environmental Law or Releases of Hazardous Materials on, in, at, to, from or under (i) any assets, properties or businesses of a Borrower or any of its predecessors in interest, and (ii) any facilities which received Hazardous Materials generated by a Borrower or any of their predecessors in interest.

“ Environmental Laws ” means any federal, state, local or foreign law or regulation relating to the protection of the environment or health and safety including the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601, et seq .), the Hazardous Materials Transportation Act (49 U.S.C. § 1801, et s e q.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901, et seq .), the Federal Clean Water Act (33 U.S.C. § 1251 et seq .), the Clean Air Act (42 U.S.C. § 7401 et seq .), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq .) and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq .) and any other law, including common law, relating to the environment (including, without limitation, laws relating to the storage, generation, use, handling, manufacture, processing, labeling, advertising, sale, display, transportation, treatment, reuse, recycling, release and disposal of Hazardous Materials), as such laws may be amended or otherwise modified from time to time, and any other present or future federal, state, provincial, local or foreign statute, ordinance, rule, regulation, order, judgment, decree, permit, license or other binding determination (including the common law) of any Governmental Authority imposing liability or establishing standards of conduct for protection of the environment.

“ Environmental Liabilities and Costs ” means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigations and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any environmental condition or a Release of Hazardous Materials from or onto (a) any property presently or formerly owned by a Borrower, or (b) any facility which received Hazardous Materials generated by a Borrower.

“ Environmental Lien ” means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs or otherwise relating to any Environmental Law.

“ Equipment ” means, with respect to any Person, all of such Person’s now owned or hereafter acquired right, title, and interest with respect to equipment (including, without limitation, “ equipment ” as such term is defined in Article 9 of the UCC), machinery, machine tools, motors, furniture, furnishings, fixtures, vehicles, tools, parts, goods (other than consumer goods, farm products, or Inventory), wherever located, including all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing.

“ Equity Interest ” means, with respect to any Person: (i) any shares of capital stock of, or other ownership or profit interests in, such Person, whether preferred or common and whether voting or nonvoting (including, without limitation, partnership, membership or trust units or interests therein); (ii) any warrant, option or other right to purchase or otherwise acquire from such Person shares or interests of the type described in clause (i) above; and (iii) any security convertible into or exchangeable for any shares or interests of the type described in clause (i) or (ii) above, in each case whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder, in each case as in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections.

“ ERISA Affiliate ” means, with respect to any Person, any trade or business (whether or not incorporated) which is a member of a group of which such Person is a member and which would be deemed to be a “ controlled group ” within the meaning of Sections 414(b), (c), (m) and (o) of the Code.

“ ERISA Event ” means (a) a Reportable Event with respect to any Benefit Plan, (b) the filing of a notice of intent to terminate a Benefit Plan in a distress termination (as described in Section 4041(c) of ERISA), (c) the institution by the Pension Benefit Guaranty Corporation of proceedings to terminate a Benefit Plan or Multiemployer Plan, (d) the appointment of a trustee to administer any Benefit Plan under Section 4042 of ERISA, or (e) any event requiring a Borrower or any ERISA Affiliate to provide security to a Benefit Plan under Section 401(a)(29) of the Code.

“ Escrow Account ” means a non-interest-bearing account established by the Administrative Agent into which funds from each of the DIP Lenders in the amount of their respective Commitments shall be deposited on the Closing Date.

“ Event of Default ” has the meaning ascribed to such term in Section 10.01 .

“ Excluded Taxes ” means, with respect to the Administrative Agent, the Collateral Agent, any DIP Lender, or any other recipient of any payment to be made by or on account of any Obligation hereunder, Taxes imposed on or measured by the overall net income (however denominated) of such recipient, franchise Taxes (whether or not in lieu of net income Taxes) and branch profit Taxes, in each case imposed on such recipient by a jurisdiction (or any political subdivision thereof) as a result of the recipient being organized or having its principal office or, in the case of any DIP Lender, its applicable lending office in such jurisdiction.

“ Federal Reserve Board ” or the “ Board ” means the Board of the Federal Reserve System or any Governmental Authority succeeding to its functions.

“ Filing Deadline ” has the meaning ascribed to such term in the definition of Plan Milestone.

“ Final Order ” means an order of the Bankruptcy Court, in form and substance satisfactory to the Administrative Agent and Instructing Group, which (a) contains substantially the same provisions as the Interim Order (including reaffirming (x) that the DIP Lenders are extending credit to Borrowers in good faith (within the meaning of Section 364(e) of the Bankruptcy Code) under this Agreement and (y) the granting of priming Liens and superpriority position provided in connection with the Interim Order), (b) is not subject to vacatur, amendment, modification, reversal or stay without the prior written consent of the Instructing Group and (c) reaffirms the grant of protections to be accorded to the Administrative Agent and the DIP Lenders described herein.

“ Financial Statements ” has the meaning ascribed to such term in Section 7.01 .

“ Financing Orders ” means both the Interim Order and the Final Order.

“ FINRA ” means the Financial Industry Regulatory Authority or any successor thereto exercising similar authority.

“ First Day Orders ” means the Interim Order and all other orders entered by the Bankruptcy Court on the Petition Date or within five (5) Business Days of the Petition Date or based on motions filed on the Petition Date.

“ Fiscal Month ” means each calendar month of Borrowers consisting of a four (4) or five (5) week period.

“ Fiscal Quarter ” means the calendar quarter of Borrowers ending on or about each March 31, June 30, September 30 and December 31 of any Fiscal Year.

“ Fiscal Year ” means the fiscal year of Borrowers ending on December 31.

“ Fund ” means any Person that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit.

“ Funded DIP Loans ” has the meaning ascribed to such term in Section 2.01(a) .

“ Funding Date ” means, with respect to any DIP Loan, the date upon which the amount of the DIP Loan is advanced to a Borrower.

“ GAAP ” means generally accepted accounting principles in effect from time to time in the United States, provided that, for the purpose of the financial amounts and the definitions used herein, “ GAAP ” means generally accepted accounting principles in effect on the date hereof and consistent with those used in the preparation of the financial statements, and provided further that, if there occurs after the date of this Agreement any change in GAAP that affects in any material respect the calculation of any financial covenant contained in ARTICLE XI , the Administrative Agent and Borrowers shall negotiate in good faith an amendment to such financial covenant and any other provision of this Agreement that relates to the calculation of such financial covenant with the intent of having the respective positions of the DIP Lenders and Borrowers after such change in GAAP conform as nearly as possible to their respective positions as of the date of this Agreement and, after the execution of any such amendment or consent by the Instructing Group in connection with any such change in GAAP, “ GAAP ” means generally accepted accounting principles in effect on the effective date of such amendment or consent. Until any such amendments have been agreed upon, the covenants in ARTICLE XI shall be calculated as if no such change in GAAP has occurred.

“ General Intangibles ” means general intangibles (as that term is defined in the UCC).

“ Governing Documents ” means, (a) with respect to any corporation, (i) the articles or certificate of incorporation (or the equivalent organizational documents) of such corporation, (ii) the by-laws (or the equivalent governing documents) of the corporation and (iii) any document setting forth the designation, amount and/or relative rights, limitations and preferences of any class or series of such corporation’s capital stock; (b) with respect to any general partnership, (i) the partnership agreement (or the equivalent organizational documents) of such partnership, and (ii) any document setting forth the designation, amount and/or relative rights, limitations and preferences of any of the partnership interests; (c) with respect to any limited partnership, (i) the partnership agreement (or the equivalent organizational documents) of such partnership, (ii) a certificate of limited partnership (or the equivalent organizational documents), and (iii) any document setting forth the designation, amount and/or relative rights, limitations and preferences of any of the partnership interests; and (d) with respect to any limited liability company, (i) the certificate of formation (or equivalent filings) of such limited liability company, (ii) the limited liability company agreement (or the equivalent organizational documents) of such limited liability company, and (iii) any document setting forth the designation, amount and/or relative rights, limitations and preferences of any of such company’s membership interests; including, in each case, all agreements and other documents establishing voting limitations and rights, puts, calls, options and other arrangements among holders of Equity Interests in such corporation, partnership or limited liability company.

“ Governmental Authority ” means any nation or government, any federal, state, provincial, city, town, municipal, county, local or other political subdivision thereof or thereto and any department, commission, board, bureau, instrumentality, agency or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Hazardous Materials ” means (a) any element, compound or chemical that is regulated under any Environmental Law including any substance that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substance, extremely hazardous substance or chemical, hazardous waste, special waste, or solid waste under Environmental Laws; (b) petroleum and its refined products; (c) polychlorinated biphenyls; (d) any waste exhibiting a hazardous characteristic, including, but not limited to, corrosivity, ignitability, toxicity or reactivity as well as any radioactive or explosive materials; and (e) friable asbestos-containing materials.

“ Highest Lawful Rate ” has the meaning ascribed to such term in Section 4.01(c) . “ Indebtedness ” means, without duplication, with respect to any Person, (a) all indebtedness of such Person for borrowed money; (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business irrespective of when paid); (c) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (d) all obligations and liabilities of such Person created or arising under any conditional sales or other title retention agreement with respect to property used and/or acquired by such Person, even if the rights and remedies of the lessor, seller and/or lender thereunder are limited to repossession or sale of such property; (e) all Capitalized Lease Obligations of such Person; (f) all obligations and liabilities of such Person as an account party, in respect of letters of credit, bankers’ acceptances and similar facilities; (g) all Contingent Obligations; and (h) all obligations referred to in clauses (a) through (g) of this definition of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien upon property owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness, provided that the amount of Indebtedness of others that constitutes Indebtedness solely by reason of this clause (h) shall not for purposes of this Agreement exceed the fair market value of the properties or assets subject to such Lien. The Indebtedness of any Person shall include the Indebtedness of any partnership of or joint venture in which such Person is a general partner or a joint venturer that is required to be consolidated under GAAP to the extent such Person would be liable therefor under Applicable Law or any agreement or instrument by virtue of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person shall not be liable therefor.

“ Indemnified Matters ” has the meaning ascribed to such term in Section 13.16 .

“ Indemnified Taxes ” means all Taxes imposed upon or with respect to payments from a Borrower to the Administrative Agent, the Collateral Agent, any DIP Lender, or any other recipient of any payment to be made by or on account of any Obligation hereunder, other than Excluded Taxes.

“ Indemnitees ” has the meaning ascribed to such term in Section 13.16 .

“ Instructing Group ” means a committee composed of three of the DIP Lenders appointed by DIP Lenders holding more than 50% of the aggregate Loan Exposure of all DIP Lenders (a “ Majority In Interest of DIP Lenders ”). The initial Instructing Group consists of Gavin Sargent, Noburo Muto and Bob Sagarino. Any member of the Instructing Group may be removed and/or replaced by a Majority In Interest of DIP Lenders at any time for any reason or no reason and all actions of the Instructing Group shall require the unanimous consent of the members thereof.

“ Intellectual Property ” means all current and future: (a) Trademarks; (b) Patents (c) other inventions and discoveries, whether patentable or not; (d) Trade Secrets; (e) Copyrights; (f) Internet domain names; (g) other materials, information, data and works whether copyrightable or not (including without limitation customer lists, software, databases and other compilations of information) and (h) any and all other know-how, technology, software, hardware, intellectual property or proprietary rights.

“ Intellectual Property Contracts ” means all agreements concerning Intellectual Property to which a Borrower is a party including, without limitation, licenses or other agreements granting a Borrower rights to use Intellectual Property, non-assertion agreements, settlement agreements, licenses or other agreements granting rights to third parties to use Intellectual Property listed on Schedule 6.01(p) , Trademark coexistence agreements and Trademark consent agreements.

“ Interest Payment Date ” means (a) with respect to all DIP Loans, the last Business Day of each month commencing on the first such date to occur after the Closing Date and the Maturity Date; and (b) with respect to the amount of any DIP Loans that are prepaid, the date of such prepayment.

“ Interest Rate ” means interest at a rate equal to ten percent (10%) per annum.

“ Interim Availability Amount ” means, until the Entry Date, the lesser of (a) $1,000,000 and (b) the amount authorized by the Bankruptcy Court in the Interim Order to be borrowed by Borrowers under this Agreement.

“ Interim Order ” means an order of the Bankruptcy Court in substantially the form attached hereto as Exhibit D-1 , which, prior to the entry of the Final Order, shall remain in full force and effect and shall not have been stayed, reversed, vacated or otherwise modified without the prior written consent of the Administrative Agent and the Instructing Group.

“ Inventory ” means all Borrowers’ now owned or hereafter acquired right, title, and interest with respect to (a) all “ inventory ” as defined in Article 9 of the UCC, and (b) all goods held for sale or lease or to be furnished under contracts of service or so leased or furnished, all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in Borrowers’ business; all goods which are returned to or repossessed by a Borrower; and all software, computer programs, or other Intellectual Property embedded in any of the foregoing and all accessions thereto and products thereof (in each case, regardless of whether characterized as inventory under the UCC).

“ Investment ” means, with respect to any Person, (a) any purchase or other acquisition by that Person of Securities, or of a beneficial interest in Securities, issued by any other Person, (b) any purchase by that Person of all or substantially all of the assets of a business conducted by another Person, (c) any joint venture, and (d) any direct or indirect loan, advance (other than prepaid expenses, accounts receivable, advances and other loans to employees including, without limitation, employee forgivable loans and similar items made or incurred in the ordinary course of business) or capital contribution by that Person to any other Person, including all Indebtedness owing to such Person arising from a sale of any property or assets by such Person other than in the ordinary course of its business.

“ IRS ” means the Internal Revenue Service or any successor federal tax Governmental Authority.

“ Isolagen ” means, Isolagen, Inc., a Delaware corporation.

“ Lender Expenses ” has the meaning ascribed to such term in Section 13.04 .

“ Lender Group ” means, individually and collectively, each of the Agents and the DIP Lenders.

“ Lender-Related Persons ” means, with respect to any DIP Lender, such DIP Lender, together with such DIP Lender’s Affiliates, and the officers, directors, employees, counsel, advisors, agents, and attorneys-in-fact of such DIP Lender and such DIP Lender’s Affiliates.

“ Lien ” means any lien, security interest or other charge of any kind, or any other type of preferential arrangement intended to have the effect of a lien or security interest, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

“ Loan Documents ” means this Agreement, the Notes, if any, the Security Documents, if any, and all other agreements, instruments, and other documents executed and delivered by either Borrower pursuant hereto or thereto or otherwise evidencing or securing any DIP Loan.

“ Loan Exposure ” means, with respect to any DIP Lender, as of any date of determination (a) prior to the funding of the DIP Loans in full, such DIP Lender’s Commitment plus the such DIP Lender’s Pro Rata Share of the outstanding DIP Loans, and (b) after the funding of the DIP Loans in full and the termination of the Commitments under this Agreement, the outstanding principal amount of the DIP Loans of such DIP Lender.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, operations, properties, assets, condition (financial or otherwise) or prospects of either Borrower, (b) the ability of either Borrower to perform its obligations hereunder or under any of the other Loan Documents, or (c) the rights or remedies of the Administrative Agent, Collateral Agent or any DIP Lender hereunder or under any other Loan Document.

“ Maturity Date ” means the earliest of (a) December 31, 2009 or such later date to which the Instructing Group may agree in their discretion, (b) thirty (30) days after the entry of the Interim Order if the Final Order has not been entered prior to the expiration of such thirty (30) day period (as such period may be extended with the consent of the Administrative Agent), (c) the date on which all Obligations become due as the result of an acceleration pursuant to Section 11.04 , and (d) the substantial consummation (as defined in Section 1101 of the Bankruptcy Code) of a plan of reorganization that is confirmed pursuant to an order entered by the Bankruptcy Court in any of the Chapter 11 Cases unless such plan is an Acceptable Plan and the DIP Lenders have agreed to make additional DIP Loans in accordance with the provisions of Section 2.01(b) and to waive the provisions of this clause (d) with respect to their outstanding DIP Loans.

“ Maximum Commitment Amount ” means $2,750,000 (subject to increase, in the discretion of the DIP Lenders, in connection with the exercise of their right to provided additional financing under Section 2.01(b)(ii) hereof).

“ Moody’s ” means Moody’s Investor Service.

“ Multiemployer Plan ” means a “ multiemployer plan ” as defined in Section 4001(a)(3) of ERISA to which a Borrower or any of its ERISA Affiliates has contributed, or has been obligated to contribute, at any time during the preceding six years, or has liability.

“ Net Cash Proceeds ” means all cash and Cash Equivalents received by a Borrower from time to time in connection with a Disposition (whether as initial consideration or through the payment of deferred consideration) other than a Disposition permitted under Section 9.04 , after deducting therefrom only (a) the principal amount of any Indebtedness of such Borrower secured by any Permitted Encumbrance on any asset that is the subject of the Disposition (other than Indebtedness assumed by the purchaser of such asset) which is required to be, and is, repaid in connection with such Disposition (other than Indebtedness under this Agreement), (b) reasonable fees and expenses related thereto reasonably incurred by such Borrower in connection therewith, and (c) a provision for any Taxes to be paid or reasonably estimated to be payable, in connection with such Disposition (after taking into account any tax credits or deductions and any tax sharing arrangements).

“ Net Income ” means, with respect to any Person for any period, the net income (loss) of such Person and its consolidated Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“ Net Insurance Proceeds ” means the amount of any insurance proceeds received by a Borrower or any of its subsidiaries from time to time in connection with Casualty, key man life insurance, business interruption insurance or other insurance, but excluding, with respect to Casualty, any proceeds or awards required to be paid to a creditor (other than the DIP Lenders) which holds a first-priority Lien permitted pursuant to this Agreement on the property which is the subject of Casualty after deducting therefrom only (a) a reserve for any Taxes to be paid or estimated by such Borrower to be paid as a result of such Casualty, and (b) to the extent not excluded above, payments to retire Indebtedness where payment of such Indebtedness is required in connection with such Casualty.

“ Note ” means a promissory note in substantially the form attached as Exhibit E-1 payable to a DIP Lender pursuant to Section 2.04 .

“ Obligations ” means all DIP Loans, advances, debts, liabilities, obligations, covenants and duties, owing by Borrowers to the Administrative Agent, the Collateral Agent, any DIP Lender, any Affiliate of any DIP Lender, or any Person entitled to indemnification pursuant to Section 13.16 of this Agreement, of any kind or nature, present or future, whether or not evidenced by any note, guaranty or other instrument, whether or not for the payment of money, whether arising by reason of an extension of credit, loan, guaranty, indemnification, interest rate contract, foreign exchange contract or in any other manner, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, but in all such circumstances only to the extent now existing or hereafter arising or however acquired, arising under or in connection with this Agreement, the Notes or any other Loan Document. The term includes all interest (including any interest that, but for the provisions of the Bankruptcy Code, would have accrued), charges, expenses, fees, attorneys’ fees and disbursements and any other sum chargeable to Borrowers under this Agreement, the Notes, or any other Loan Document.

“ Operating Lease ” means, as applied to any Person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) that is not a Capitalized Lease other than any such lease under which that Person is the lessor.

“ Other Taxes ” has the meaning ascribed to such term in Section 3.04(b) .

“ Participant ” has the meaning ascribed to such term in Section 13.08(e) .

“ Patents ” means: (a) all current and future letters patent of the United States or any other country, union of countries or any political subdivision of any of the foregoing, all registrations and recordings thereof, all applications for letters patent of the United States or any other country, union of countries or any political subdivision of any of the foregoing, including without limitation, registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State or Territory thereof, or any other country and all patentable inventions and improvements described and claimed in any of the foregoing, (b) all reissues, continuations, continuations-in-part, divisions, renewals, or extensions thereof and all amendments and supplements thereto and improvements thereon, (c) all rights to sue for past, present and future infringement of the foregoing including in the case of each of (a) and (b) and any Intellectual Property Contracts related to Patents, all rights corresponding thereto in the United States and in every other country, union of countries or any political subdivision of any of the foregoing, including the right to make, use, lease, license, sell and otherwise transfer the technology or inventions disclosed therein, all proceeds, payments and distributions made in connection with the foregoing, including without limitation, all income and proceeds thereof and all license royalties and proceeds of infringement suits.

“ Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. No. 107-56 (signed into law October 26, 2001).

“ Permitted Encumbrances ” means:

(a) Liens imposed by law for unpaid utilities and taxes, assessments or governmental charges or levies that are not yet due or are being contested in a Permitted Protest, provided that a stay of enforcement of any such Lien is in effect;

(b) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue or are being contested in a Permitted Protest, provided that a stay of enforcement of any such Lien is in effect;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security or employment laws or regulations or similar legislation or to secure public, statutory or regulatory obligations;

(d) deposits to secure the performance of bids, trade contracts, government contracts, leases, statutory or regulatory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) deposits made in connection with utility services and deposits required under any lease specifically permitted by this Agreement;

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and which individually or in the aggregate do not have a Material Adverse Effect;

(g) pre-petition Liens existing on the Closing Date and listed on Schedule P hereto, in each case solely to the extent that such Liens are or are made junior to the DIP Loans and the Liens securing the DIP Loans under section 364(d) of the Bankruptcy Code unless otherwise expressly agreed in writing by the Instructing Group;

(h) any interest or title of a lessor, sublessor, licensee or licensor under any Operating Lease or license agreement entered into in the ordinary course of business and not interfering in any material respect with the business of Borrowers;

(i) Liens held by the Pre-Petition Agent on behalf of the Pre-Petition Lenders pursuant to the Pre-Petition Loan Documents; and

(j) Liens under this Agreement and the other Loan Documents pursuant to the Interim Order and the Final Order.

“ Permitted Indebtedness ” means:

(a) the Pre-Petition Indebtedness;

(b) Indebtedness of Borrowers under this Agreement or other Loan Documents;

(c) Intercompany indebtedness owed to either Borrower;

(d) Indebtedness under performance bonds, surety bonds and letter of credit obligations to provide security for worker’s compensation claims, in each case, incurred in the ordinary course of business;

(e) Contingent Obligations with respect to endorsements of checks and other negotiable instruments for deposit or collection;

(f) to the extent constituting Contingent Obligations, indemnification obligations and other similar obligations of a Borrower in favor of directors, officers, employees, consultants or agents of such Borrower extended in the ordinary course of business;

(g) Contingent Obligations with respect to customer deposits received in the ordinary course of business; and

(h) Indebtedness disclosed in the Agreed Budget.

“ Permitted Protest ” means the right of a Person to protest any Lien (other than a Lien that secures all or any portion of the Obligations) or taxes, provided that (a) a reserve with respect to such obligation is established, if required, by such Person in such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently and in good faith by such Person, and (c) if such Permitted Protest or any Lien is for an amount in excess of $50,000 and the Administrative Agent determines in the exercise of its reasonable discretion, that such Lien could not reasonably be or become senior to, or have or obtain priority over, any Lien in favor of the Collateral Agent in or to any portion of the Collateral.

“ Person ” means any individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization, joint venture or Governmental Authority.

“ Petition Date ” has the meaning ascribed to such term in the recitals hereto.

“ Plan Milestone ” means any of the following:

(a) the filing by the Debtors with the Bankruptcy Court of an Acceptable Disclosure Statement and an Acceptable Plan not later than the date (the “ Filing Deadline ”) that is ten (10) days after the Petition Date;

(b) the holding of a hearing and approval of an Acceptable Disclosure Statement by the Bankruptcy Court on or before July 20, 2009; and

(c) entry of an order of the Bankruptcy Court, in form and substance acceptable to the Instructing Group, evidencing the confirmation of an Acceptable Plan on or before August 17, 2009.

“ Pre-Petition Agent ” means Viriathus in its capacity as agent of the Pre-Petition Lenders under the Collateral Rights Agreement.

“ Pre-Petition Borrowers ” has the meaning ascribed to such term in the definition of Pre-Petition Credit Agreement.

“ Pre-Petition Collateral ” means the Pre-Petition Borrower’s 57% interest in Agera Laboratories, Inc. and any proceeds thereof securing the Pre-Petition Indebtedness under the Pre-Petition Loan Documents.

“ Pre-Petition Credit Agreement ” means, collectively, the Secured Promissory Note and Security Agreement dated April 30, 2009 from Isolagen (in such capacity, “ Pre-Petition Borrower ”) in favor of each of the Pre-Petition Lenders in the aggregate principal amount of $500,417.

“ Pre-Petition Indebtedness ” means Indebtedness of Pre-Petition Borrower immediately prior to the Petition Date under the Pre-Petition Loan Documents.

“ Pre-Petition Lenders ” means the Persons identified on Schedule PP hereto and their respective successors and permitted assigns (each a “ Pre-Petition Lender ”).

“ Pre-Petition Loan Documents ” means the Pre-Petition Credit Agreement, the Collateral Rights Agreement and the other documents related thereto and entered into in conjunction with the credit facilities referenced therein.

“ Professional Expense Cap ” has the meaning ascribed to such term in the definition of Carve-Out.

“ Property ” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“ Pro Rata Share ” means, with respect to any DIP Lender, the percentage obtained by dividing (x) such DIP Lender’s Loan Exposure by (y) the aggregate Loan Exposure of all DIP Lenders.

“ Real Estate Asset ” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by either Borrower in any real property.

“ Register ” has the meaning ascribed to such term in Section 13.08(d) .

“ Registered ” means issued by, registered with, renewed by or the subject of a pending application before any Governmental Authority or Internet domain name registrar.

“ Registered Intellectual Property ” means all (i) Intellectual Property that has been registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other similar filing offices, domestic or foreign, as applicable and (ii) domain names.

“ Regulation T ”, “ Regulation U ”, and “ Regulation X ” mean, respectively, Regulations T, U, and X of the Federal Reserve Board or any successor, as the same may be amended or supplemented from time to time.

“ Related Party ”, as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to vote ten percent (10%) or more of the Securities having voting power for the election of directors of such specified Person or otherwise to direct or cause the direction of the management and policies of such specified Person, whether through the ownership of voting Securities or by contract or otherwise.

“ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, seeping, migrating, dumping or disposing of any Hazardous Material (including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Material) into the indoor or outdoor environment, including ambient air, soil, surface or ground water in violation of any Environmental Law.

“ Remedial Action ” means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate or in any other way address Hazardous Materials in the indoor or outdoor environment; (b) prevent or minimize a Release or threatened Release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (c) perform pre-remedial studies and investigations and post-remedial operation and maintenance activities; or (d) any other actions authorized by 42 U.S.C. § 9601.

“ Reorganized ILE ” means Isolagen as reorganized under the Bankruptcy Code following confirmation of an Acceptable Plan under, inter alia , Bankruptcy Code Sections 1129, 1141, 1142, 1145 et seq .

“ Reportable Event ” means any of the events described in Section 4043(c) of ERISA or the regulations thereunder other than a Reportable Event as to which the provision of thirty (30) days’ notice to the Pension Benefit Guaranty Corporation is waived under applicable regulations.

“ Requirements of Law ” means, as to any Person, the charter and by-laws or other organizational or Governing Documents of such Person, and any law, ordinance, rule, regulation, requirement, or determination of an arbitrator or a court or other Governmental Authority, including, without limitation, the Bankruptcy Court, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, including, without limitation, the Patriot Act, the Securities Act, the Securities Exchange Act, Regulations T, U and X, ERISA, the Internal Revenue Code, the Fair Labor Standards Act and any certificate of occupancy, zoning ordinance, building, environmental or land use requirement or Permit or environmental, labor, employment, occupational safety or health law, rule or regulation.

“ Responsible Officer ” means, with respect to Borrowers, either Borrower’s chief financial officer, treasurer, or other Senior Officer.

“ Restricted Payments ” means, with respect to any Person, (a) any dividend or other distribution, direct or indirect, on account of any Equity Interest of such Person, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, or any other purchase or other acquisition for value, direct or indirect, of, any Equity Interest of such Person now or hereafter outstanding, and (c) any payment or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to, any Indebtedness which is contractually subordinated to the Obligations or to the Pre-Petition Indebtedness.

“ Restructuring Agreement ” means that certain Restructuring Agreement dated as of June  _____, 2009 by and among the Borrowers, Viriathus Holdings LLC, the Pre-Petition Agent, as agent for the Pre-Petition Lenders, and the noteholders party thereto, and the Term Sheet annexed thereto.

“ Sale Milestone ” means, if Debtors do not file an Acceptable Disclosure Statement and an Acceptable Plan by the Filing Deadline, any of the following:

(a) the execution and delivery of an Asset Purchase Agreement by all parties thereto and filing of a motion with the Bankruptcy Court seeking approval of the Bid Procedures Order on or before June 26, 2009;

(b) entry of an order of the Bankruptcy Court in form and substance acceptable to the Instructing Group establishing the Bid Procedures (the “ Bid Procedures Order ”) on or before July 8, 2009;

(c) the completion of an auction in accordance with the Bid Procedures Order on or before August 13, 2009;

(d) (i) the holding of a hearing by the Bankruptcy Court regarding the sale of all or substantially all of the assets of Borrowers in accordance with the Bid Procedures Order and an Asset Purchase Agreement (at which hearing the Bankruptcy Court shall have indicated its approval of the foregoing) on or before August 14, 2009 and (ii) an order of the Bankruptcy Court, in form and substance acceptable to the Instructing Group, evidencing the approval described in the foregoing clause (i) entered on or before August 14, 2009; and

(e) the closing of the Asset Sale on or before August 17, 2009 unless extended by agreement of the purchaser and the Debtors.

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“ SEC ” means the Securities and Exchange Commission or any other similar or successor agency of the Federal government administering the Securities Act.

“ Secured Parties ” means the Collateral Agent and the DIP Lenders.

“ Securities ” means any capital stock, shares, voting trust certificates, bonds, debentures, notes, loans or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire any of the foregoing, but shall not include the Obligations.

“ Securities Account ” has the meaning provided in Section 8-501(a) of the UCC.

“ Securities Act ” means the Securities Act of 1933, as amended, or any successor Federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor Federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

“ Security Documents ” means any UCC financing statements, the Control Agreements, and any other documents granting or perfecting a Lien upon any portion of the Collateral as security for all or any part of the Obligations.

“ Senior Officer ” means, with respect to Borrowers, either Borrower’s president, chief executive officer, chief operating officer or chief financial officer.

“ Sub-Arranger ” means any FINRA-registered broker-dealer the services of which have been enlisted by the Arranger to solicit or arrange for the participation by any Person as a DIP Lender under this Agreement.

“ Subsidiary ” means, with respect to any Person at any date, any corporation, limited or general partnership, limited liability company, trust, association or other entity (a) the accounts of which would be consolidated with those of such Person in such Person’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, or (b) of which more than 50% of (i) the outstanding capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors of such corporation, (ii) the interest in the capital or profits of such partnership or limited liability company, or (iii) the beneficial interest in such trust or estate is, in respect of each of (i), (ii) and (iii) above, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such Person.

“ Super-Priority Claims ” has the meaning ascribed to such term in the Interim Order or Financing Order, as applicable.

“ Taxes ” means any and all present or future taxes, levies, imposts, deductions, charges or withholdings imposed by any Governmental Authority.

“ Technologies ” means, Isolagen Technologies, Inc., a Delaware corporation.

“ Trademarks ” means all current and future United States, state and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, internet domain names, trade dress, service marks, certification marks, collective marks, logos, all indicators of the source of goods or services, designs and general intangibles of a like nature whether registered or unregistered and all common law rights related thereto, all registrations, recordings and applications for any of the foregoing including, but not limited to the registrations and applications referred to in Section 6.01(p) (as such schedule may be amended or supplemented from time to time), but excluding all intent-to-use United States trademark applications until an amendment to allege use or statement of use has been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), accepted by the United States Patent and Trademark Office upon which such application shall automatically be subject to the security interest granted herein and deemed to be included in the Collateral, all extensions or renewals of any of the foregoing, all of the goodwill of the business connected with the use of and symbolized by the foregoing, the right to sue for past, present and future infringement or dilution of any of the foregoing or for any injury to goodwill, and all proceeds of the foregoing, including without limitation licenses, royalties, income, payments, claims, damages, and proceeds of suit, which are owned or licensed by a Borrower.

“ Trade Secrets ” means all (i) trade secrets and all other confidential or proprietary information and intangible and tangible know-how, including drawings, formulae, schematics, designs, plans, processes, supplier lists, business plans, business methods and prototypes, now or hereafter owned or used in the business of a Borrower throughout the world (all of the foregoing being collectively called a “ Trade Secret ”), whether or not such Trade Secret has been reduced to a writing or recorded in another medium, including all documents and things embodying, incorporating, or referring in any way to such Trade Secret, and (ii) the right to sue for past, present and future misappropriation or other violation of any Trade Secret, and all proceeds of the foregoing, including licenses, royalties, income, payments, claims, damages and proceeds of suit.

“ UCC ” means the Uniform Commercial Code as enacted in the State of New York, as amended from time to time; provided that if by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection or priority is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “ UCC ” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

Section 1.02 Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement.

Section 1.03 Accounting and Other Terms . Unless otherwise expressly provided herein, each accounting term used herein has the meaning given to it under GAAP. All terms used in this Agreement which are defined in Article 8 or Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth therein.

Section 1.04 Time References . Unless otherwise indicated herein, all references to time of day refer to Eastern standard time or Eastern daylight saving time, as in effect in New York, New York on such day. For purposes of the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; provided , however , that with respect to a computation of fees or interest payable to the Administrative Agent or the DIP Lenders, such period shall in any event consist of at least one full day.

ARTICLE II
THE FACILITY

Section 2.01 DIP Loans.

(a) Escrow of Commitments . Subject to the terms and conditions set forth in this Agreement, including ARTICLE V hereof, each DIP Lender hereby severally agrees to transfer to the Escrow Account, by wire transfer of immediately available funds in accordance with wire instructions delivered to the DIP Lenders by the Administrative Agent, on the Closing Date an amount equal to such DIP Lender’s Commitment as set forth opposite on DIP Lender’s signature page to this Agreement.

(b) DIP Loans .

(i) Subject to the terms and conditions set forth in this Agreement, including ARTICLE V hereof, the Administrative Agent shall make advances (each, a “ DIP Loan ” and collectively, the “ DIP Loans ”) to Borrowers on behalf of each DIP Lender on each Funding Date for such DIP Loans (each of which, once funded, shall be a “ Funded DIP Loan ”) provided , that (i) prior to the Entry Date, the aggregate amount of DIP Loans shall not exceed, and no DIP Loan shall be made on behalf of any DIP Lender if, after giving effect to the making of such DIP Loan and the simultaneous application of the proceeds thereof, the aggregate amount of outstanding DIP Loans would exceed, (x) with respect to any DIP Lender, its Pro Rata Share of the Interim Availability Amount and (y) for all DIP Lenders collectively, the Interim Availability Amount and (ii) on and after the Entry Date, the aggregate amount of DIP Loans made on behalf of the DIP Lenders shall not exceed, and no DIP Loan shall be made on behalf of any DIP Lender if, after giving effect to the making of such DIP Loan and the simultaneous application of the proceeds thereof, the aggregate amount of outstanding DIP Loans would exceed, (x) with respect to any DIP Lender, the principal amount set forth on such DIP Lender’s signature page to this Agreement and (y) for all DIP Lenders collectively, the Maximum Commitment Amount.

(ii) Notwithstanding the provisions of Section 2.01(b)(i), if the Debtors have met all of the Plan Milestones, the DIP Lenders shall have the right, but not the obligation, to make additional DIP Loans, on and in accordance with the terms and provisions of this Agreement (as the same may be amended in connection with such additional financing), up to such aggregate amount as the DIP Lenders may agree among themselves, provided that in no event shall the aggregate amount of DIP Loans made under this Agreement exceed $3,000,000. Each DIP Lender agreeing to make additional DIP Loans shall deposit in the Escrow Account the maximum amount of additional DIP Loans it has agreed to make at the time it agrees to make such additional DIP Loans. If and to the extent that funds remain in the Escrow Account at the Maturity Date, the Administrative Agent shall return such funds to the DIP Lenders as promptly as possible thereafter, without interest, pro rata in proportion to their respective Pro Rata Shares.

(c) Borrowing Request . Borrowers shall deliver to the Administrative Agent a Borrowing Request not later than 1:00 P.M. on the day that is at least three (3) Business days prior to each proposed Funding Date. Such Borrowing Request shall specify the proposed Funding Date, which must be a Business Day and contain the other information specified in the form of Borrowing Request attached as Exhibit B-1 , together with a certification that the conditions precedent to the funding of such DIP Loan under ARTICLE V have been satisfied. Borrowers shall not deliver a Borrowing Request more frequently than once daily unless authorized by the Administrative Agent. At the Administrative Agent’s election, in lieu of delivering the above-described written request, Borrowers may give the Administrative Agent telephonic notice of such request by the required time. In such circumstance, Borrowers agree that any telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request.

(d) Making the DIP Loans . The Administrative Agent shall promptly notify each DIP Lender of the amount of DIP Loans requested by Borrowers and the proposed Funding Date. Subject to the satisfaction of the conditions precedent set forth in this Agreement, including Section 2.01(b) and ARTICLE V , the Administrative Agent shall make the DIP Loans to Borrowers on behalf of the DIP Lenders on the Funding Date. A Borrowing Request given pursuant to Section 2.01(b) shall be irrevocable and binding on Borrowers, unless the Borrowing Request is not honored by the Administrative Agent.

(e) Funding of DIP Loan Commitments . Except as otherwise provided in this Section 2.01(e) , all DIP Loans under this Agreement shall be made on behalf of the DIP Lenders simultaneously and proportionately in accordance with their Pro Rata Shares. The failure of any DIP Lender to deposit the amount of its Commitment with the Administrative Agent shall not relieve any other DIP Lender of such other DIP Lender’s obligation to deposit its Commitment as provided herein nor shall the Commitment of any DIP Lender be increased or decreased as a result of any such failure.

(f) Repayment of DIP Loans . The aggregate principal amount of the DIP Loans shall be payable by Borrowers in full on the Maturity Date or upon such earlier date as the Obligations may have become due by operation of Section 3.02 , by acceleration or otherwise. Amounts borrowed pursuant to this Section 2.01 may be repaid at any time during the term of this Agreement and may not be reborrowed.

Section 2.02 Use of Proceeds . Proceeds of the DIP Loans shall be utilized to pay for the operating expenses of Borrowers (including, without limitation, payments of fees and expenses to professionals under sections 330 and 331 of the Bankruptcy Code and administrative expenses of the kind specified in section 503(b) of the Bankruptcy Code incurred in the ordinary course of business of Borrowers) and other costs and expenses of administration of the Chapter 11 Cases in accordance with the Agreed Budget and consistent with the terms and conditions hereof; provided , however , that nothing herein shall in way prejudice or prevent the Agents or the DIP Lenders from objecting, for any reason, to any requests, motions or applications made in the Bankruptcy Court, including any applications for interim or final allowances of compensation for services rendered or reimbursement of expenses incurred under clause (a) of Section 105, or Section 330 or 331 of the Bankruptcy Code, by any party in interest. For the avoidance of doubt, except as otherwise provided in the Financing Orders with respect to investigations by any official creditors’ committee appointed in the Chapter 11 Cases, no proceeds of any DIP Loans or any cash collateral shall be available for any fees or expenses incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation (i) against the Agents, the DIP Lenders, the Pre-Petition Agent, or the Pre-Petition Lenders, or (ii) in connection with challenging, invalidating, disallowing, recharacterizing, setting aside, avoiding, subordinating, in whole or in part, or taking or attempting to take any other action to render unenforceable, the Pre-Petition Lender s’ or DIP Lenders’ liens, claims, interests and adequate protection, as secured creditors of Borrowers.

Section 2.03 Promise to Pay . Borrowers, jointly and severally, agree to pay (a) the principal amount of the DIP Loans in full on the Maturity Date or such earlier date as they may become due and payable, whether by operation of Section 3.02 , by acceleration or otherwise, (b) all Lender Expenses within five (5) days of presentation of an invoice therefor, (c) all unpaid interest accrued, in accordance with the terms of this Agreement and any applicable Note or such earlier date as such amounts may become due and payable, whether by acceleration or otherwise, and (d) all other Obligations when due.

Section 2.04 Notes .

(a) Borrowers’ obligation to pay the principal of, and interest on, the DIP Loans made to Borrowers by each DIP Lender shall be set forth on the Register maintained by the Administrative Agent pursuant to Section 13.08(d) and, subject to the provisions of Section 2.04(c), shall be evidenced by a Note with blanks appropriately completed in conformity herewith.

(b) The Note issued to any DIP Lender shall (i) be executed by Borrowers, (ii) be payable to such DIP Lender or its registered assigns and be dated as of the Funding Date of such DIP Loan, (iii) be in a stated principal amount equal to the principal amount of the DIP Loan of such DIP Lender on the date of the issuance thereof and be payable in the principal amount of such DIP Loan evidenced thereby from time to time, (iv) mature on the Maturity Date, (v) bear interest as provided for herein, and (vi) be entitled to the benefits of this Agreement and the other Loan Documents.

(c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be required hereunder and delivered to those DIP Lenders that at any time specifically request the delivery of such Notes. No failure of any DIP Lender to request or obtain a Note evidencing its DIP Loans to Borrowers shall affect or in any manner impair (i) the obligations of Borrowers to pay the DIP Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, (ii) the Collateral provided for the Obligations pursuant to the Loan Documents, or (iii) any of the rights or remedies of any Agent or any DIP Lender under any Loan Document. At any time when any DIP Lender requests the delivery of a Note to evidence any of its DIP Loans, Borrowers shall promptly execute and deliver to that DIP Lender the requested Note in the appropriate amount or amounts to evidence such DIP Loans.

Section 2.05 Allocation of Proceeds of Collateral . In all circumstances, all proceeds of the Collateral shall be paid over or delivered to the Administrative Agent for distribution as follows:

FIRST, to the payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Collateral Agent (including reasonable attorneys’ fees of one counsel for both the Administrative Agent and the Collateral Agent) in connection with enforcing the rights of the Administrative Agent and the Collateral Agent under the Loan Documents, and to the payment of any fees owed to the Administrative Agent or the Collateral Agent, each in its capacity as such;

SECOND, to the payment of all reasonable out-of-pocket costs and expenses of each of the DIP Lenders (including reasonable attorneys’ fees of one counsel to separately represent the DIP Lenders) in connection with enforcing its rights under the Loan Documents, as applicable, with respect to Borrowers’ Obligations owing to such DIP Lender and to all other Lender Expenses;

THIRD, to the payment of all of Borrowers’ Obligations to the DIP Lenders consisting of accrued fees and interest;

FOURTH, to the payment of the outstanding principal amount of Borrowers’ Obligations under this Agreement and the other Loan Documents;

FIFTH, to all other of Borrowers’ Obligations under this Agreement and the other Loan Documents and other obligations to DIP Lenders which shall have become due and payable under the Loan Documents; and

SIXTH, to the payment of the surplus, if any, to Borrowers or whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (i) amounts received shall be applied equally and ratably in the numerical order provided until exhausted prior to the application to the next succeeding category; and (ii) each of the DIP Lenders shall receive an amount equal to its Pro Rata Share (based on the proportion that the then outstanding DIP Loans held by such DIP Lender bears to the aggregate then outstanding DIP Loans) of amounts available to be applied pursuant to clauses THIRD and FOURTH above.

Section 2.06 Liability of Borrowers .

(a) Borrowers are accepting liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the benefit, directly and indirectly, of Borrowers.

(b) Borrowers hereby irrevocably and unconditionally accept liability with respect to the payment and performance of all of the Obligations (including, any Obligations arising under this Section 2.06 ). The Obligations of Borrowers under the provisions of this Agreement constitute the absolute and unconditional, full recourse Obligations of Borrowers enforceable against Borrowers to the full extent of their properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever.

(c) Except as otherwise expressly provided in this Agreement, Borrowers hereby waive notice of acceptance of its liability, notice of any advances issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Agents or the DIP Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages, and, generally, to the extent permitted by applicable law, all demands, notices, and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Borrowers hereby assent to, and waive notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent, or other action or acquiescence by the Agents or the DIP Lenders at any time or times in respect of any default by a Borrower in the performance or satisfaction of any term, covenant, condition, or provision of this Agreement, any and all other indulgences whatsoever by the Agents or the DIP Lenders in respect of any of the Obligations, and the taking, addition, substitution, or release, in whole or in part, at any time or times, of any security for any of the Obligations. Without limiting the generality of the foregoing, Borrowers assent to any other action or delay in acting or failure to act on the part of any Agent or DIP Lender with respect to the failure by Borrowers to comply with any of its Obligations, including any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.06 , afford grounds for terminating, discharging, or relieving a Borrower, in whole or in part, from any of its Obligations under this Agreement. The intention of Borrowers is that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of Borrowers under this Agreement shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 2.06 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction, or similar proceeding with respect to any Agent or DIP Lender.

(d) Borrowers further represent and warrant to the Agents and the DIP Lenders that Borrowers have read and understand the terms and conditions of the Loan Documents. Each Borrower hereby covenants that it will continue to keep informed of the financial condition of the other Borrower and any guarantor of the Obligations and of all other circumstances that bear upon the risk of nonpayment or nonperformance of the Obligations.

(e) Borrowers waive all rights and defenses arising out of an election of remedies by the Agents or any DIP Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or such DIP Lender’s rights of subrogation and reimbursement against Borrowers under applicable law.

(f) The provisions of this Section 2.06 are made for the benefit of the Agents, the DIP Lenders and their respective successors and assigns, and may be enforced by it or them from time to time against either Borrower as often as occasion therefor may arise and without requirement on the part of any such Agent, DIP Lender, successor, or assign first to marshal any of its or their claims or to exercise any of its or their rights against the other Borrower or to exhaust any remedies available to it or them against any guarantor or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.06 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by any Agent or DIP Lender upon the insolvency, bankruptcy, or reorganization of either Borrower, or otherwise, the provisions of this Section 2.06 will forthwith be reinstated in effect, as though such payment had not been made.

ARTICLE III
PAYMENTS AND OTHER COMPENSATION; EXIT FINANCING

Section 3.01 No Voluntary Prepayment . Borrowers shall not be entitled to pay all or any portion of the DIP Loans at any time prior to the Maturity Date.

Section 3.02 Mandatory Payments.

(a) Prepayments from Asset Dispositions and Insurance Proceeds . Within one (1) Business Day after the receipt by a Borrower or any subsidiary of a Borrower of any Net Cash Proceeds or Net Insurance Proceeds, Borrowers shall pay an amount equal to 100% of the Net Cash Proceeds or Net Insurance Proceeds received to the Administrative Agent.

(b) Prepayments from Loan Proceeds . On the day of receipt by a Borrower of the net cash proceeds of any Indebtedness incurred by Borrowers (other than a DIP Loan incurred pursuant to this Agreement), Borrowers shall pay to the Administrative Agent (i) an amount equal to 100% of such net cash proceeds as a prepayment of the DIP Loans and (ii) an amount equal to 5% of the amount paid in accordance with clause (i) above as a loan proceeds prepayment penalty.

(c) Application of Proceeds . Subject to Section 2.05 , all payments under this Section 3.02 shall be applied to the remaining installments of the Funded DIP Loans in the inverse order of maturity thereof until all of the Funded DIP Loans are repaid in full.

Section 3.03 Payments.

(a) General Provisions . All payments to be made by Borrowers shall be made without set-off, counterclaim or other defense. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to the Administrative Agent for the ratable account of the relevant DIP Lender, Pre-Petition Lenders, Agent, or Pre-Petition Agent, as the case may be, at the Administrative Agent’s office or by wire transfer to such account or accounts as the Administrative Agent shall direct, and shall be made in immediately available funds, no later than 2:00 p.m., on the dates specified herein, as the case may be, to be reimbursed. The Administrative Agent will promptly distribute to the relevant DIP Lender, Pre-Petition Lenders, Agent, or Pre-Petition Agent its applicable share as provided herein or in the Financing Orders, of each such payment in like funds as received. Any payment received by the Administrative Agent later than 2:00 p.m. on any Business Day shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.

(b) Sharing of Payments . Except as otherwise provided herein, if any DIP Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any Obligation in excess of its ratable share of payments on account of similar obligations obtained by all the DIP Lenders, such DIP Lender shall forthwith purchase from the other DIP Lenders such participations in such similar obligations held by them as shall be necessary to cause such purchasing DIP Lender to share the excess payment ratably with each of them; provided , however , that if all or any portion of such excess payment is thereafter recovered from such purchasing DIP Lender, such purchase from each other DIP Lender shall be rescinded and each such other DIP Lender shall repay to the purchasing DIP Lender the amount of the purchase made under this Section 3.03(b) to the extent of such recovery together with an amount equal to such other DIP Lender’s ratable share (according to the proportion of (i) the amount of such DIP Lender’s required repayment to (ii) the total amount so recovered from the purchasing DIP Lender of any interest or other amount paid by the purchasing DIP Lender in respect of the total amount so recovered). Borrowers agree that any DIP Lender so purchasing a participation from another DIP Lender pursuant to this Section 3.03(b) may, to the fullest extent permitted by law, exercise all of its rights (including the DIP Lender’s right of set-off) with respect to such participation as fully as if such DIP Lender were the direct creditor of Borrowers in the amount of such participation.

(c) Apportionment of Payments . Subject to the provisions of Section 2.05 , Section 3.01 , Section 3.02 and this Section 3.03(c) , all payments of principal and interest in respect of outstanding DIP Loans, and all other payments in respect of any Obligations, shall be allocated among the DIP Lenders in proportion to their respective Pro Rata Shares of such Obligations unless otherwise specified in this Agreement, in any other Loan Document, or the Financing Orders.

(d) Payments on Non-Business Days . Whenever any payment to be made by Borrowers hereunder or under the Notes is stated to be due on a day which is not a Business Day, the payment shall instead be due on the next succeeding Business Day (unless such succeeding Business Day would be in the subsequent calendar quarter, in which case such payment shall be made on the immediately preceding Business Day).

Section 3.04 Taxes .

(a) Payment of Taxes . Except as set forth below, any and all payments by Borrowers hereunder, under the Notes or under any other Loan Document shall be made free and clear of and without deduction for any and all Indemnified Taxes. If Borrowers shall be required by law to withhold or deduct any Indemnified Taxes from or in respect of any sum payable hereunder, under the Notes or under any other Loan Document to any DIP Lender or Agent, (x) such sum payable shall be increased by an additional amount so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional amounts payable under this Section 3.04(a) ) such DIP Lender or Agent receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (y) Borrowers shall make such withholdings or deductions, and (z) Borrowers shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law.

(b) Other Taxes . Borrowers agree to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from and which relate directly to the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Notes or any other Loan Document, including all such amounts related to the creation, perfection or maintenance of the interests of the Agents and the DIP Lenders in the Collateral and all interest and penalties related thereto (“ Other Taxes ”).

(c) Indemnification . Borrowers will indemnify each DIP Lender and each Agent against, and reimburse each, within five (5) days of a receipt of written demand therefor, for the f