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SENIOR SUBORDINATED REVOLVING CREDIT AGREEMENT

THIS SENIOR SUBORDINATED REVOLVING CREDIT AGREEMENT (this “ Agreement ”) is made and entered into as of March 7, 2007, by and among CLARIENT, INC, a Delaware corporation (“ Borrower ”), and SAFEGUARD DELAWARE, INC., a Delaware corporation (the “ Lender ”).

RECITALS:

WHEREAS, Borrower has requested, and Lender has agreed to provide to Borrower a subordinated revolving credit facility in the maximum aggregate principal amount of $12,000,000, on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual covenants and obligations hereafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.                                       Definitions.

For purposes of this Agreement, the following terms shall have the following meanings:

“ Advance ” and “ Advances ” have the respective meanings set forth in Section 2.1(a) hereof.

“ Agreement ” has the meaning set forth in the Preamble.

“ Balance Sheet Date ” has the meaning set forth in Section 4.8 hereof.

“ Balance Sheet ” has the meaning set forth in Section 4.8 hereof.

“ Bankruptcy Law ” has the meaning set forth in Section 7.1(b) hereof.

“ Borrower ” has the meaning set fort in the Preamble.

“Borrowing Request” means the form to be provided by Borrower to Lender in connection with each requested Advance, which shall be in the form of Exhibit C attached hereto.

“ Business Day ” means any day other than a Saturday, Sunday or legal holiday in the State of Delaware or the State of California.

“ Capitalized Lease ” means, with respect to any Person, any lease of such Person as lessee that, in accordance with GAAP, is required to be classified and accounted for as a capital lease on a balance sheet of that Person.

“ Capitalized Lease Obligation ” means, with respect to any Capitalized Lease of any Person, the amount of the obligation of the lessee of such Capitalized Lease that , in accordance with GAAP, would appear on a balance sheet of such lessee in respect of such Capitalized Lease.

“ Closing ” has the meaning set forth in Section 3.1 hereof.

“ Closing Date ” has the meaning set forth in Section 3.1 hereof.

“ CLRT Asset Sale ” means the sale of certain assets relating to Borrower’s business of developing, manufacturing, and selling telepathology, virtual microscopy and/or automated imaging instruments, including

without limitation 100% of the membership interests of CLRT, pursuant to (and as such assets are described in) an asset purchase agreement substantially in the draft form attached to that certain consent letter, dated as of March 7, 2007, by and among GECC, as lender, and the Borrower, Clarient Diagnostic Services, Inc., and CLRT Acquisition, LLC, as borrowers, as Exhibit A thereto.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder.

“ Comerica Agreement ” means that certain Loan Agreement by and between Borrower and Comerica Bank dated as of February 13, 2003, as amended, including without limitation by that certain First Amendment to Loan Agreement dated as of October 21, 2003, that certain Second Amendment to Loan Agreement dated as of January 22, 2004, that certain Third Amendment to Loan Agreement dated as of January 31, 2005, that certain Fourth Amendment to Loan Agreement dated as of March 11, 2005, that certain Consent and Waiver dated as of July 13, 2005, that certain letter agreement dated as of January 26, 2006, that certain Waiver and Fifth Amendment to Loan Agreement dated as of August 1, 2006, that certain Sixth Amendment to Loan Agreement dated as of February 28, 2006, that certain Seventh Amendment to Loan Agreement dated as of January 17, 2007, and that certain Waiver and Eighth Amendment to Loan Agreement dated as of February 28, 2007, and all documents, instruments and agreements executed and delivered in connection therewith, as the same may be further amended from time to time, with the prior written consent of Lender, which consent shall not be unreasonably withheld or delayed.

“Commitment” means the maximum aggregate principal amount which may be borrowed hereunder, being, as of the date hereof, Twelve Million Dollars ($12,000,000), as the same may be reduced from time to time pursuant to and in accordance with Section 2.6 hereof.

“ Commitment Fee Warrants ” has the meaning set forth in Section 2.7(a) hereof.

“Common Stock” means the common stock, par value $0.01, of Borrower.

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

“ Encumbrances ” means all claims, liens, charges, security interests, pledges, mortgages, or other restrictions or encumbrances.

“ Environmental Laws ” means any and all applicable federal, state, local, and foreign laws and regulations relating to the protection of human health and safety or emissions, discharge, releases, threatened releases, removal, remediation, or abatement of pollutants, contaminants, chemicals, or industrial, hazardous, or toxic substances or wastes into or in the environment (including, without limitation, air, surface water, ground water, or land) or otherwise used in connection with the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, hazardous or toxic substances or wastes, as defined under such applicable laws.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ Event of Default ” means an event described in Section 7.1 hereof.

“ Financial Statements ” has the meaning set forth in Section 4.8 hereof.

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“ GAAP ” means United States generally accepted accounting principles applied on a consistent basis.

“ GE Capital ” means General Electric Capital Corporation, a Delaware corporation.

“GE Capital Facility” means, collectively, (a) that certain Loan and Security Agreement, dated as of September 29, 2006, by and among Borrower, Clarient Diagnostic Services, Inc., CLRT Acquisition, LLC,  and GE Capital; and (b) (i) that certain Master Lease Agreement, dated as of June 23, 2004, by and between ChromaVision Oncology Services, Inc. (predecessor to Clarient Diagnostic Services, Inc., an affiliate of Borrower) and GE Capital, and (ii) that certain Master Security Agreement, dated as of July 15, 2003, by and between Borrower and GE Capital, and, in each case, all documents, instruments and agreements executed and delivered in connection therewith, as the same may be further amended from time to time, with the prior written consent of Lender, which consent shall not be unreasonably withheld or delayed.

“ Governmental Authority ” means any court or any federal, state, municipal, or other domestic or foreign government or governmental or regulatory department, commission, board bureau, agency, authority, or instrumentality.

“ Guaranteed Obligations ” means as to any Person, without duplication, any obligation of such Person guaranteeing, providing comfort or otherwise supporting any Indebtedness, lease, dividend, or other obligation (“ primary obligation ”) of any other Person in any matter; provided that the term Guaranteed Obligations shall not include endorsements for collection or deposit in the ordinary course of business.  The amount of any Guaranteed Obligation at any time shall be deemed to be an amount equal to the lesser at such time of (x) the stated or determinable amount of the primary obligation in respect to which such Guaranteed Obligation is incurred and (y) the maximum amount for which such Person may be liable pursuant to the terms of the instrument embodying such Guaranteed Obligation, or, if not stated or determinable, the maximum reasonably anticipated liability (assuming full performance) in respect thereof.

“ Intangible Assets ” means all assets of Borrower which would be classified in accordance with GAAP as intangible assets, including without limitation, all franchises, licenses, permits, patents, patent applications, copyrights, trademarks, trade-names, goodwill, experimental or organization expenses and other like intangibles, the cash surrender value and other like intangibles of any life insurance policy, treasury stock and unamortized debt discount.

“ Indebtedness ” of a Person means at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person to pay the deferred purchase price of property or services incurred in the ordinary course of business if the purchase price is due more than six (6) months from the date the obligation in incurred, (d) all Capitalized Lease Obligations of such Person, (e) the principal balance outstanding under any synthetic lease, tax retention, operating lease, off-balance sheet loan or similar off-balance sheet financing product, (f) all obligations of such Person to purchase securities (or other property) which arise out of or in connection with the issuance or sale of the same or substantially similar securities (or property), (g) all contingent or non-contingent obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instrument, (h) all equity securities of such Person subject to repurchase or redemption otherwise than at the sole option of such Person, (i) all “ earnouts ” and similar payment obligations of such Person, (j) all Indebtedness secured by a Lien on any asset of such Person, whether or not such Indebtedness if otherwise an obligation of such Person, (k) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate

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swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (l) all Guaranteed Obligations of such Person; and (m) all obligations of such Person to trade creditors incurred in the ordinary course of business and more than ninety (90) days past due.

“ Intellectual Property ” has the meaning set forth in Section 4.11(a) hereof.

“ Laws ” has the meaning set forth in Section 4.13 hereof.

“ Lender ” has the meaning set forth in the Preamble hereto.

“ Licenses and Permits ” has the meaning set forth in Section 4.13(b) hereof.

“ Liquidity Event ” means (a) the liquidation, dissolution or winding up of Borrower, whether voluntary or involuntary, (b) a sale of all or substantially all of the assets of Borrower, or (c) a merger or acquisition of Borrower by another Person by means of any transaction or series of related transactions (including any reorganization, merger or consolidation) where the holders of the voting securities of Borrower immediately preceding such transaction or series of transactions own directly or indirectly, following such transaction or series of transactions, less than fifty percent (50%) of the voting securities of Borrower or the surviving entity in such transaction or series of transactions.

“ Loan ” means, collectively, the aggregate amount of all Advances from time to time outstanding hereunder.

“ Loan Documents ” means this Agreement, the Note, the Warrants, the Subordination Agreements, and any other agreements, documents, instruments and writings now or hereafter existing, creating, evidencing, guarantying, securing or relating to any of the liabilities of Borrower to Lender pursuant to and in connection with this Agreement, together with all amendments, modifications, renewals or extensions thereof.

“ Material Adverse Effect ” means a material adverse change in, or a material adverse effect on, the business, operations, properties, assets, liabilities, financial condition or results of operations of Borrower and/or its Subsidiaries, taken as a whole, or Borrower’s ability to perform its obligations under this Agreement, the Note or the Warrants.

“ Maturity Date ” means the later of (a) December 8, 2008 or (b) ninety-one (91) days after the date on which all Indebtedness owing under the GE Capital Facility shall have been paid in full and GE Capital shall have no obligation to extend or make loans under the GE Capital Facility.

“ Note ” means that certain subordinated Revolving Credit Note issued by Borrower in favor of Lender pursuant to this Agreement, in the form of Exhibit A hereto.

“ Order ” means any order, execution, writ, injunction, judgment, decree, ruling, assessment, or arbitration award.

“ Outstanding Amounts ” means the aggregate principal amount of Indebtedness, plus interest thereon, outstanding hereunder and under the Note on any date of determination.

“ Permitted Liens ” means (a) deposits or pledges to secure obligations under workmen’s compensation, social security or similar laws, or under unemployment insurance, (b) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory

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obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business, (c) mechanic’s, workmen’s materialmen’s or other like Encumbrances attaching only to equipment and real property arising in the ordinary course of business with respect to obligations which are not due, or which are being contested in good faith by appropriate proceedings which suspend the collection thereof and in respect of which adequate reserves have been made in accordance with GAAP (provided that such proceedings, do not in Lender’s reasonable discretion, involve any substantial risk of the sale, loss or forfeiture of such property or assets or any interest therein), (d) Liens set forth in Schedule 4.12(a) , (e) Encumbrances being contested in good faith, (f) Liens created or assumed in connection with the financing or acquisition of capital assets in an aggregate principal amount outstanding not greater than $500,000 at any time; provided that such liens secure only such assets acquired and do not exceed one hundred percent (100%) of the purchase price of the subject assets; and (g) attachment or judgment Encumbrances which individually or when aggregated with all other attachments and judgments exceed by more than $50,000 any insurance coverage applicable thereto (and as to which the insurance company has acknowledged coverage in writing), subject to customary deductibles and continue unsatisfied or unstayed for a period of ten (10) days.

“ Permitted Sale/Equity Transaction ” means an asset sale by Borrower or any Subsidiary of Borrower or issuance of equity by Borrower which results in Borrower’s receipt of net proceeds in excess of $7,000,000, including, without limitation, the CLRT Asset Sale.

“ Person ” means any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity or any department, agency, or political subdivision thereof.

“ Required Consents ” has the meaning set forth in Section 4.7 hereof.

“ Returns ” has the meaning set forth in Section 4.16 hereof.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Securities Laws ” means the Securities Act, the Securities Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.

“ Subordination Agreements ” means, collectively, (a) that certain Subordination and Intercreditor Agreement dated as of even date herewith, by and among Borrower, Comerica Bank, and Lender; and (b) that certain Subordination and Intercreditor Agreement dated as of even date herewith, by and among Borrower, GE Capital, and Lender.

“ Subsidiary ” means any corporation, company or partnership in which (i) any general partnership interest or (ii) more than 50% of the stock or other units of ownership which by the terms thereof has the ordinary voting power to elect the Board of Directors, managers or trustees of the entity, at the time as of which any determination is being made, is owned by Borrower, either directly or through another Subsidiary.

“ Tax ” as used in this Agreement, the term “Tax” means any of the Taxes and the term “Taxes” means, with respect to any Person, (i) all applicable domestic and foreign income taxes (including any tax

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on or based upon net income, or gross income, or income as specially defined, or earnings, or profits, or selected items of income, earnings or profits) and all applicable domestic and foreign gross receipts, sales, use, ad valorem, transfer, franchise, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, environmental, property or windfall profits taxes, alternative or add-on minimum taxes, customs duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority (domestic or foreign) on such Person and (ii) any liability for the payment of any amount of the type described in the immediately preceding clause (i) as a result of being a “transferee” (within the meaning of Section 6901 of the Code or any other applicable law) of another Person or a member of an affiliated, consolidated or combined group.

“ Usage Fee Warrants ” has the meaning set forth in Section 2.7(a) hereof.

“ Warrants ” means, collectively, the Commitment Fee Warrants and the Usage Fee Warrants, if any.

2.                                       LOANS TO BORROWER; ISSUANCE OF WARRANTS.

2.1.  Advances .

(a)                                   Generally .  Subject to the terms and conditions of this Agreement and the Subordination Agreements, including without limitation receipt of the closing deliveries specified in Section 3.2 and the other conditions specified in Section 3.3, Lender shall advance funds to Borrower (each such advance, individually, an “ Advance ”, and all such advances, the “ Advances ”) by wire transfer of immediately available funds via Federal Reserve System to:

(b)                                  Advance Procedures .

(i)                                      Subject to and upon the terms and conditions of this Agreement, including without limitation the conditions specified in Section 3.3, Borrower may request an Advance, in a minimum principal amount of $1,000,000 (or the total remaining Commitment, if less), up to an aggregate outstanding amount for all Advances not to exceed the Commitment.  Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 may be repaid and reborrowed at any time prior to the Maturity Date, at which time all Advances then outstanding shall be immediately due and payable.

(ii)                                   Whenever Borrower desires an Advance, Borrower will notify Lender by facsimile transmission or email no later than 2:00 p.m. Eastern time, not less than one (1) Business Day prior to the Business Day on which the Advance is to be funded.  Each such notification shall be in the form of a Borrowing Request in substantially the form of Exhibit C hereto.  Lender shall wire the amount

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of Advances made under this Section 2.1(b) to the wire address set forth in Section 2.1(a), or to such other wire address as Borrower has advised Lender in writing in connection with such Borrowing Request.

2.2.  Use of Proceeds .  The proceeds from the Note shall be used by Borrower for general working capital and business purposes.

2.3.  Interest .  Interest shall accrue on the unpaid principal balance of each Advance at the rate of twelve percent (12%) per annum, accruing daily.  Interest shall be capitalized quarterly, and shall otherwise be payable in the manner provided in Section 2.4 below.  Interest shall be cumulative and shall be calculated on the basis of a year of 365 or 366 days, for the actual number of days elapsed.

2.4.  Payments .

(a)                                   Principal Generally .  Subject to the terms and conditions of the Subordination Agreements and to Section 7 and Section 2.6(b) hereof, the principal balance outstanding hereunder, together with all accrued and unpaid interest thereon, shall be due and payable on the Maturity Date.

(b)                                  Interest .  Subject to the terms and conditions of the Subordination Agreements, payments of accrued interest on the principal balance outstanding hereunder from time to time, shall be made (i) on the Maturity Date, and (ii) if earlier, immediately upon receipt by the Borrower of any deferred proceeds of, or other deferred or escrowed consideration with respect to, any Permitted Sale/Equity Transaction, together with accrued and unpaid fees and costs incurred by Lender in connection with this Agreement and the transactions contemplated hereby.

2.5.  Manner of Payment .  All payments and prepayments of principal and interest shall be made by wire of immediately available funds as directed by Lender pursuant to written instructions provided to Borrower from time to time.  If any payment of principal or interest required hereunder is due on a day that is not a Business Day, such payment shall be due on the next succeeding Business Day, and such extension of time shall be taken into account in calculating the amount of interest payable hereunder.  All payments and prepayments shall be credited first to accrued and unpaid interest, and then to the outstanding principal amount of Advances.

2.6.  Prepayments .

(a)                                   Optional Prepayments .  Subject to the terms and conditions of the Subordination Agreements, Borrower may prepay all or any portion of the outstanding principal balance due under the Note and any interest accrued thereon, at any time and from time to time, without premium or penalty, provided that Borrower shall have given Lender not less than one (1) Business Day prior written notice of its intent to so prepay, and the amount of such prepayment.  Any such prepayment shall not reduce the Commitment unless so requested in writing by Borrower.

(b)                                  Mandatory Prepayments and Reduction of Commitment .  Subject to the terms and conditions of the Subordination Agreements:

(i)                                      immediately upon the closing of a Permitted Sale/Equity Transaction, Borrower shall cause to be paid to Lender a one-time payment of the outstanding principal in an amount not to exceed the lesser of $6,000,000 or fifty percent (50%) of the cash proceeds received at the closing of such Permitted Sale/Equity Transaction.  Upon such occurrence the Commitment shall be immediately and irrevocably reduced to Six Million Dollars ($6,000,000).

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(ii)                                   Immediately upon the consummation of a Liquidity Event (other than a Permitted Sale/Equity Transaction), all amounts outstanding hereunder shall be paid in full and the Commitment shall be immediately and irrevocably terminated.

2.7.  Issuance of Warrants .

(a)                                   Commitment Fee Warrants .  Lender shall receive, in connection with the Closing warrants (such warrants, the “ Commitment Fee Warrants ”):

(i)                                      in the form of Exhibit B-1 attached hereto, to purchase shares of Common Stock, exercisable in the sole discretion of the holder thereof.  Such Warrants shall entitle, but not obligate, the holder thereof to purchase 125,000 shares of Common Stock of Borrower at an exercise price of $.01 per share.

(ii)                                   in the form of Exhibit B-2 attached hereto, to purchase shares of Common Stock, exercisable in the sole discretion of the holder thereof.  Such Warrants shall entitle, but not obligate, the holder thereof to purchase 62,500 shares of Common Stock of Borrower at an exercise price equal to 85% of the trailing ten-day average closing price of Common Stock of the Borrower on the date prior to the Closing Date.

(b)                                  Usage Fee Warrants .  Lender shall receive, in connection with each Advance, warrants (such warrants, the “ Usage Fee Warrants ”), in the form of Exhibit B-3 attached hereto, to purchase shares of Common Stock, exercisable in the sole discretion of the holder thereof.  Such Usage Fee Warrants shall entitle, but not obligate, the holder thereof to purchase 31.25 shares of Common Stock of Borrower for each $1,000 in principal subject to such Advance, at an exercise price of $.01 per share; provided, however, that for the avoidance of doubt, Usage Fee Warrants shall only be issuable with respect to incremental Advances which result in an increase of the aggregate principal Indebtedness under this Agreement in excess of the previous maximum amount of  aggregate principal Indebtedness incurred by Borrower under this Agreement.  By way of example, if (i) Borrower initially receives an advance of $2,000,000, Lender would be entitled to Usage Fee Warrants to purchase 62,500 shares of Common Stock and (ii) Borrower subsequently prepays such advances and thereafter receives Advances of $5,000,000, Lender would be entitled to receive additional Usage Fee Warrants to purchase 93,750 shares of Common Stock (correlating to the $3,000,000 of Indebtedness in excess of the previously borrowed $2,000,000 of Indebtedness).  Notwithstanding the foregoing, in the event (i) Lender has received Usage Fee Warrants to purchase more than 187,500 shares of Common Stock (the “ Usage Fee Cap ”) (as a result of Advances in excess of $6,000,000) and (ii) that, on or prior to May 15, 2007, the Commitment is reduced to $6,000,000 and the mandatory prepayment has been paid, each as required by Section 2.6(b)(i), then Lender shall automatically upon such reduction forfeit and return to Borrower for cancellation any Usage Fee Warrants issued to it in excess of the Usage Fee Cap (and, to the extent Lender has exercised any such Usage Fee Warrants which it would have been required to forfeit and return to Borrower as provided in this sentence, Lender shall forfeit and return to Borrower for cancellation the shares of Common Stock issued to it upon exercise of such Usage Fee Warrants).

(c)                                   Registrable Securities .  All of the Common Stock issuable upon the exercise of the Warrants thereof, shall constitute Registrable Securities under Borrower’s Registration Rights Agreement with Lender dated November 8, 2005.

3.                                       CLOSING; DELIVERIES; conditions to Advance.

3.1.  Closing Date .  The closing of this Agreement (the “ Closing ”) is taking place on the date hereof (“ Closing Date ”) and is being held at the offices of Pepper Hamilton LLP, 3000 Two Logan

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Square, 18 th  and Arch Streets, Philadelphia, Pennsylvania, 19103 contemporaneously with the execution of this Agreement.

3.2.  Closing Deliveries and Actions .  The parties acknowledge the following deliveries and other actions at the Closing:

(a)                                   Borrower has delivered or caused to be delivered to Lender a fully executed counterpart of this Agreement, the Note, and the Commitment Fee Warrants and Lender has delivered or caused to be delivered to Borrower a fully executed counterpart to this Agreement;

(b)                                  Borrower has delivered a certificate, executed on behalf of Borrower by the Chief Executive Officer thereof, dated as of the date hereof, certifying the incumbency of each of the officers of Borrower executing this Agreement, and all other documents, instruments or certificates to be executed and delivered by Borrower, and attaching certified copies of (i) the resolutions of a special committee of the Board of Directors of Borrower approving this Agreement, the Warrants, and the other transactions contemplated hereby, (ii) true, complete, and accurate copies of each of (x) the Certificate of Incorporation of Borrower, certified by the Secretary of State of the State of Delaware, and (y) the Bylaws of Borrower, each of which remain in full force and effect, without modification, as of the date of the Closing, and (iii) a certificate of good standing, issued by the Secretary of State of each jurisdiction in which Borrower is qualified to and conducts business, certifying that Borrower is in good standing, as of a recent date prior to the Closing, in each such jurisdiction;

(c)                                   Borrower, Lender and Comerica shall have entered into a Subordination Agreement in form and substance satisfactory to the parties;

(d)                                  Borrower, Lender and GE Capital shall have entered into a Subordination Agreement in form and substance satisfactory to the parties;

(e)                                   Borrower and Lender have delivered a fully executed Amendment to Safeguard Reimbursement Agreement; and

(f)                                     Borrower shall have paid to Lender all professional fees and out-of pocket costs and expenses payable by Lender to third parties in connection with the transactions contemplated hereby and set forth in an invoice delivered to Borrower at least one (1) Business Day prior to the Closing Date.

3.3.  Conditions to Subsequent Advances .  It shall be a condition to Lender’s funding any subsequent Advance:

(a)                                   Borrower shall have delivered to Lender a Borrowing Request;

(b)                                  Borrower has delivered to Lender a certificate, executed on behalf of Borrower by an officer thereof, dated as of the date of such proposed Advance, certifying that that no Default or Event of Default has occurred and is continuing on the date of such Advance or will be caused by such Advance; and that each of Borrower’s representations and warranties made herein and in the other Loan Documents shall be true and correct in all material respects as if remade on the date of such Advance (unless they relate to a specific date, in which case they shall be true and correct in all material respects on and as of such date); and

(c)                                   all amounts (including, without limitation, fees) required to have been paid pursuant to this Agreement, the Note, and the Warrants (to the extent same are permitte