Clarient (CLRT)

3.     CONDITIONS OF LOANS.

        3.1    Conditions Precedent to Initial Credit Extension.    The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following:

        (a)   this Agreement;

        (b)   a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement;

        (c)   a LIBOR Addendum to Amended and Restated Loan Agreement;

        (d)   an Affirmation of Guaranty from each Guarantor;

        (e)   an Affirmation of Subordination (Safeguard Delaware, Inc.);

        (f)    payment of the fees and Bank Expenses then due specified in Section 2.5 hereof;

        (g)   current financial statements of Borrower; and

        (h)   such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

        3.2    Conditions Precedent to all Credit Extensions.    The obligation of Bank to make each Credit Extension, including the initial Credit Extension, is further subject to the following conditions:

        (a)   timely receipt by Bank of the Payment/Advance Form as provided in Section 2.1; and

        (b)   the representations and warranties contained in Section 5 shall be true and correct in all material respects on and as of the date of such Payment/Advance Form and on the effective date of each Credit Extension as though made at and as of each such date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to such Credit Extension (provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date). The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the date of such Credit Extension as to the accuracy of the facts referred to in this Section 3.2.

3.     CONDITIONS OF LOANS.

        SIZE=2>3.1    Conditions Precedent to Initial Credit Extension.    The
obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the
following:

        (a)   this Agreement;





        (b)   a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this
Agreement;





        (c)   a LIBOR Addendum to Amended and Restated Loan Agreement;





        (d)   an Affirmation of Guaranty from each Guarantor;






        (e)   an Affirmation of Subordination (Safeguard Delaware, Inc.);





        (f)    payment of the fees and Bank Expenses then due specified in Section 2.5 hereof;





        (g)   current financial statements of Borrower; and





        (h)   such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

        SIZE=2>3.2    Conditions Precedent to all Credit Extensions.    The
obligation of Bank to make each Credit Extension, including the initial Credit Extension, is further subject to the following conditions:

        (a)   timely receipt by Bank of the Payment/Advance Form as provided in Section 2.1; and





        (b)   the representations and warranties contained in Section 5 shall be true and correct in all material respects on and as of the date
of such
Payment/Advance Form and on the effective date of each Credit Extension as though made at and as of each such date, and no Event of Default shall have occurred and be continuing, or would exist after
giving effect to such Credit Extension (provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as
of such date). The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the date of such Credit Extension as to the accuracy of the facts referred to in
this Section 3.2.