Common use of Closing Requirements Clause in Contracts

Closing Requirements. (a) Concurrently with the execution hereof or on or prior to the date on which the Bank makes the initial Advance hereunder, the Borrower shall cause to be done or provided to the Bank, as the case may be, the following: (1) resolutions of the Board of Directors or validly authorized Executive Committee of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower, duly authorizing: the borrowing of funds hereunder, and the execution, delivery and performance of this Agreement and the other Financing Documents; and (2) an opinion of counsel for the Borrower satisfactory as to form and substance to the Bank, as to each of the matters set forth in Sections 2.1, 2.2., 2.3, 2.8, 2.9 and 2.15(c) and (d). (b) On or before each date on which the Bank makes an Advance hereunder, the Borrower shall cause to be done or provided to the Bank, as the case may be, the following: (1) a Loan Request not less than ten (10) Business Days before the date on which the Advance is to be made; (2) a certificate executed by the Secretary or an Assistant Secretary of the Borrower, certifying that: (i) the representations and warranties of the Borrower contained herein remain true and correct as of such date; (ii) no Event of Default or Default has then occurred hereunder; and (iii) no default or event which, with the giving of notice, or the lapse of time, or both, would become a default thereunder, has then occurred with respect to the Eligible Loan to which such Advance relates; (3) a Promissory Note in the amount of the Advance, duly executed on behalf of the Borrower; (4) a Notice of Assignment with respect to the Eligible Loan; (5) the original executed documents (including, without limitation, the promissory note endorsed by the Borrower to the order of the Bank) comprising the Eligible Loan to which such Advance relates; (6) with respect to any letter of credit which constitutes a portion of the Collateral, the Borrower shall cause to be executed and delivered an assignment of proceeds of such letter of credit in favor of the Bank as collateral security hereunder; and (7) such documents shall have been delivered, and such filings shall have been made and other actions taken, as reasonably may be required by the Bank and its counsel to perfect a valid, first priority security interest granted by the Borrower to the Bank with respect to the Collateral.

Closing Requirements. At each Applicable Closing, the following shall occur: (a) Concurrently with The parties hereto shall exchange and deliver the execution hereof or on or prior certificates and other evidence as to the date on which the Bank makes the initial Advance hereunder, the Borrower shall cause to be done or provided to the Bank, as the case may be, the following: (1) resolutions accuracy of the Board of Directors or validly authorized Executive Committee of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower, duly authorizing: the borrowing of funds hereunderrepresentations and warranties contained herein, and the executioncompliance with the covenants and agreements contained herein, delivery and performance of this Agreement and the other Financing Documents; and (2) an opinion of counsel for the Borrower satisfactory which are required to be delivered by such party as to form and substance to the Bank, as to each of the matters set forth in Sections 2.1, 2.2., 2.3, 2.8, 2.9 and 2.15(c) and (d)herein provided. (b) On The CS Parties shall deliver and the KO Buyers shall receive at the Closing certificates evidencing the Shares at the Applicable Closing, duly endorsed in blank for transfer or before each date on which accompanied by duly executed blank stock powers attached and otherwise in good form for transfer. (c) The CS Parties shall deliver appropriate transfer documents, including bills of sale, trademark assignments, intellectual property assignments and other assignment documents, as may be necessary in the Bank makes an Advance hereunder, reasonable judgment of KO to convey to the Borrower shall cause KO Buyers in accordance with this Agreement title to all of the Assets to be done or provided acquired by the KO Buyers at the Applicable Closing. (d) The KO Buyers shall deliver to the BankCS Parties all funds payable at the Applicable Closing as provided in Article 1. (e) All other opinions, as the case may bedocuments, the following: (1) a Loan Request not less than ten (10) Business Days before the date on which the Advance is instruments and writings required to be made; (2) delivered by a certificate executed by party at or prior to the Secretary or an Assistant Secretary of the Borrower, certifying that: (i) the representations and warranties of the Borrower contained herein remain true and correct as of such date; (ii) no Event of Default or Default has then occurred hereunder; and (iii) no default or event which, with the giving of notice, Applicable Closing Date pursuant to this Agreement or the lapse of time, or both, would become a default thereunder, has then occurred with respect Transaction Documents will be delivered to the Eligible Loan to which such Advance relates; (3) a Promissory Note in the amount of the Advance, duly executed on behalf of the Borrower; (4) a Notice of Assignment with respect party entitled thereto to the Eligible Loan; (5) the original executed documents (including, without limitation, the promissory note endorsed by the Borrower to the order of the Bank) comprising the Eligible Loan to which such Advance relates; (6) with respect to any letter of credit which constitutes a portion of the Collateral, the Borrower shall cause to be executed and delivered an assignment of proceeds of such letter of credit in favor of the Bank as collateral security hereunder; and (7) such documents shall have been extent not previously delivered, and such filings shall have been made and other actions taken, as reasonably may be required by the Bank and its counsel to perfect a valid, first priority security interest granted by the Borrower to the Bank with respect to the Collateral.

Closing Requirements. (a) Concurrently with the execution hereof or on At or prior to closing the date on Seller will sign and deliver or have signed and delivered all deeds, agreements, documents and instruments which the Bank makes Purchasers may reasonably require in order to give effect to this agreement and for the initial Advance hereunderpurpose of conferring upon the Purchasers the absolute ownership of the Shares purchased thereunder and such deeds, documents and instruments shall be deposited in escrow with the Borrower Purchasers' lawyer. (b) At or prior to closing, each Purchaser shall cause deliver a certified cheque or bank draft for the consideration to be done or provided paid by each Purchaser to the BankSeller pursuant to Schedule I and, if delivered prior to closing, such cheque shall be placed in escrow with the Purchasers' lawyer. (c) At closing, if all documents to be delivered pursuant to subsections 6(a) and 6(b) are delivered, then the certified cheque or bank draft, as the case may be, shall be released from escrow, if applicable, and deposited, delivered or wired by the following: (1) resolutions Purchasers or the Solicitor for the Purchasers solely according to the written instructions of the Board of Directors or validly authorized Executive Committee of the Borrower, certified Seller signed by the Secretary or an Assistant Secretary of the Borrower, duly authorizing: the borrowing of funds hereunder, Seller and the executionremaining deeds, delivery documents and performance of this Agreement instruments shall be released and the other Financing Documents; and (2) an opinion of counsel for the Borrower satisfactory as to form and substance delivered to the Bank, as to each of the matters set forth in Sections 2.1, 2.2., 2.3, 2.8, 2.9 and 2.15(c) and (d)Purchasers. (bd) On or before each date on which Following the Bank makes an Advance hereunderexecution of this Agreement, the Borrower shall parties will do or cause to be done or provided to the Bank, as the case may be, the following: (1) a Loan Request not less than ten (10) Business Days before the date on which the Advance is to be made; (2) a certificate executed by the Secretary or an Assistant Secretary of the Borrower, certifying that: (i) the representations and warranties of the Borrower contained herein remain true and correct as of such date; (ii) no Event of Default or Default has then occurred hereunder; and (iii) no default or event which, with the giving of notice, or the lapse of time, or both, would become a default thereunder, has then occurred with respect to the Eligible Loan to which such Advance relates; (3) a Promissory Note in the amount of the Advance, duly executed on behalf of the Borrower; (4) a Notice of Assignment with respect to the Eligible Loan; (5) the original executed documents (including, without limitation, the promissory note endorsed by the Borrower to the order of the Bank) comprising the Eligible Loan to which such Advance relates; (6) with respect to any letter of credit which constitutes a portion of the Collateral, the Borrower shall cause to be executed and delivered an assignment of proceeds of such letter of credit in favor of the Bank as collateral security hereunder; and (7) such documents shall have been delivered, and such filings shall have been made and other actions taken, as reasonably anything further that may be required by the Bank to give full effect thereto and its counsel to perfect a valid, first priority security interest granted by the Borrower to the Bank with respect sale of the Shares to the CollateralPurchasers effected hereunder. If all documents required to be delivered pursuant to this Agreement are not delivered by 3 days following the execution of this Agreement, then all documents, cheques, instruments, and deeds shall be returned to their respective senders.

Closing Requirements. A. At the Closing, Seller shall execute and deliver to Purchaser at Seller's sole cost: (ai) Concurrently a bargain and sale deed with covenants against grantors acts as herein provided (hereinafter referred to as the execution hereof or on or prior to the date on which the Bank makes the initial Advance hereunder"Deed"); (ii) an affidavit of title, the Borrower shall cause to be done or provided to the Bank, as the case may be, the following: (1) resolutions of the Board of Directors or validly authorized Executive Committee of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower, duly authorizing: the borrowing of funds hereunder, and the execution, delivery and performance of this Agreement and the other Financing Documents; and (2) an opinion of counsel for the Borrower satisfactory as to form and substance of which shall be subject to the Bankreasonable approval of the Title Company; (iii) a certification of non-foreign status in accordance with Section 1445 of the Internal Revenue Code of 1986, as to each of the matters set forth in Sections 2.1, 2.2., 2.3, 2.8, 2.9 and 2.15(c) and (d).amended; (biv) On or before each date on which the Bank makes an Advance hereunder, the Borrower shall cause to be done or provided to the Bank, as the case may be, the following: (1) a Loan Request not less than ten (10) Business Days before the date on which the Advance is to be made; (2) a certificate executed by the Secretary or an Assistant Secretary of the Borrower, certifying that: (i) Seller's certification that the representations and warranties herein are true and accurate as of the Borrower contained herein remain true Closing in material respects; (v) originals of the Due Diligence Documents and correct all other documents and records relating to the Property as are in the possession of Seller and kept in the normal course of business; (vi) a bill of sale, dated as of the Closing, in form and substance satisfxxxxry to Purchaser, conveying all fixtures to Purchaser free and clear of any liens, charges or encumbrances; (vii) keys to the Property (if any); (viii) a certificate of occupancy for the Property, if required by the Borough of South Plainfield; (ix) an assignment to Purchaser of the current lease between Seller and Able Laboratories, Inc.; (x) an assignment to Purchaser of those service and maintenance agreements relative to the Property which Purchaser has elected in writing to assume, such dateother agreements to be cancelled by Seller prior to or as of Closing; and (xi) such other instruments as may be reasonably required by Purchaser's attorney or the Title Company to effectuate the within transaction. B. At the Closing, Purchaser shall execute and deliver to Seller: (i) The Purchase Price in accordance with Paragraph 2 hereof; (ii) no Event of Default or Default has then occurred hereunder; and (iii) no default or event which, with the giving of notice, such other documents and/or instruments as may be reasonably required by Seller's attorney or the lapse Title Company to effectuate the within transaction. C. Seller shall deliver drafts of time, or both, would become a default thereunder, has then occurred with respect to the Eligible Loan to which such Advance relates; closing documents set forth in section A above at least three (3) a Promissory Note in the amount of the Advance, duly executed on behalf of the Borrower; (4) a Notice of Assignment with respect days prior to the Eligible Loan; (5) the original executed documents (including, without limitation, the promissory note endorsed by the Borrower to the order of the Bank) comprising the Eligible Loan to which such Advance relates; (6) with respect to any letter of credit which constitutes a portion of the Collateral, the Borrower shall cause to be executed and delivered an assignment of proceeds of such letter of credit in favor of the Bank as collateral security hereunder; and (7) such documents shall have been delivered, and such filings shall have been made and other actions taken, as reasonably may be required by the Bank and its counsel to perfect a valid, first priority security interest granted by the Borrower to the Bank with respect to the CollateralClosing Date.

Closing Requirements. (A) Seller agrees to the following closing requirements: (i) Seller shall deliver the following closing documents at Closing (unless the delivery thereof shall have been waived by Buyer in writing): (a) Concurrently with the execution hereof or on or prior to the date on which the Bank makes the initial Advance hereunder, the Borrower shall cause to be done or provided to the Bank, as the case may be, the following: (1) resolutions of the Board of Directors or validly authorized Executive Committee of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower, duly authorizing: the borrowing of funds hereunder, and the execution, delivery and performance of this Agreement and the other Financing Documents; and (2) an opinion of counsel for the Borrower satisfactory as to form and substance to the Bank, as to each of the matters set forth in Sections 2.1, 2.2., 2.3, 2.8, 2.9 and 2.15(c) and (d).Deed; (b) On or before each date on which Certificate of Non-Foreign Status, in the Bank makes an Advance hereunderform attached hereto as Exhibit C; (c) if appropriate, resolutions of Seller, property executed and approved in accordance with the Borrower shall cause by-laws of Seller, authorizing the transactions contemplated by this Agreement; (d) such other documents, instruments and certificates as may be reasonably required by the title company to be done or provided fully effect and consummate the transactions contemplated hereby. (B) Buyer agrees to the Bank, as the case may be, the following: (1) a Loan Request not less than ten (10) Business Days before the date on which the Advance is to be made; (2) a certificate executed by the Secretary or an Assistant Secretary of the Borrower, certifying that: following closing requirements: (i) At the time of Closing hereunder the representations and warranties of the Borrower contained herein remain Buyer described in Paragraph 8 hereof shall be true and correct as in all material respects and there shall have been no material breach or breaches of such date; the same by Buyer. (ii) no Event Buyer shall deliver the following items at Closing (unless the delivery thereof shall have been waived by Seller in writing): (a) the Purchase Price plus or minus prorations and any other amounts to be paid by Buyer to Seller hereunder; (b) if appropriate, resolutions of Default or Default has then occurred hereunder; Buyer, property executed and (iii) no default or event which, approved in accordance with the giving by-laws of noticeBuyer, or authorizing the lapse of timetransactions contemplated by this Agreement; (c) such other documents, or both, would become a default thereunder, has then occurred with respect instruments and certificates as may be reasonably required by the title company to fully effect and consummate the Eligible Loan to which such Advance relates; transactions contemplated hereby. (C) Buyer and Seller shall jointly deliver three (3) copies of a Promissory Note in the amount of the Advance, duly executed on behalf of the Borrower; (4) a Notice of Assignment with respect to the Eligible Loan; (5) the original executed documents (including, without limitation, the promissory note endorsed by the Borrower to the order of the Bank) comprising the Eligible Loan to which such Advance relates; (6) with respect to any letter of credit which constitutes a portion of the Collateral, the Borrower shall cause to be executed and delivered an assignment of proceeds of such letter of credit in favor of the Bank as collateral security hereunder; and (7) such documents shall have been delivered, and such filings shall have been made and other actions taken, as reasonably may be required by the Bank and its counsel to perfect a valid, first priority security interest granted by the Borrower to the Bank with respect to the CollateralClosing Statement at Closing.

Closing Requirements. At the Closing, each of the parties will take such actions, and execute and deliver to the other party such bills of sale, endorsements, assignments, agreements or other instruments as shall be necessary to vest in Purchaser, good and marketable title to the Purchased Assets sold to Purchaser hereunder, free and clear of all Liens, and for Purchaser to assume the Assumed Liabilities (as defined below) and to deliver to the Seller the consideration to be delivered to the Seller hereunder, and shall otherwise provide the following: (a) Concurrently with The Seller shall have delivered a certification executed by the execution hereof or on or prior President of Seller certifying as to the date on which the Bank makes the initial Advance hereunder, the Borrower shall cause to be done or provided to the Bank, Indebtedness and Transaction Expenses of Seller as the case may be, the following: (1) resolutions of the Board Closing Date and that all such holders of Directors Indebtedness are being paid off in full pursuant to payoff letters or validly authorized Executive Committee of releases and that all Persons listed on the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower, duly authorizing: the borrowing of funds hereunder, and the execution, delivery and performance of this Agreement and the other Financing Documents; Accounts Payable List (i) that have not signed Settlement Agreements have been paid in full and (2ii) an opinion of counsel for that have signed Settlement Agreements have been paid the Borrower satisfactory as to form and substance to the Bank, as to each of the matters full amount set forth in Sections 2.1their signed Settlement Agreements. All of the foregoing pay off letters, 2.2., 2.3, 2.8, 2.9 releases and 2.15(c) and (d)Settlement Agreements shall be in forms acceptable to Purchaser. (b) On All third-party consents, approvals or before each date notices set forth on which Schedule 4.11, shall have been obtained or, with respect to notices, delivered. (c) Each of the Bank makes an Advance hereunder, the Borrower Seller and Seller Parent shall cause have delivered to be done or provided to the Bank, as the case may be, the following: (1) a Loan Request not less than ten (10) Business Days before the date on which the Advance is to be made; (2) Purchaser a certificate executed by the Secretary or an Assistant Secretary of the Borrowerits President, certifying that: that (i) the representations and warranties of the Borrower Seller and Seller Parent contained herein remain in this Agreement shall be true and correct in all respects on and as of the Closing Date (unless any such representation or warranty is made only as of a specific date, in which event such representation and warranty shall be true and correct, as the case may be, as of such specified date); (ii) no Event Seller and Seller Parent have duly performed and complied in all material respects with each of Default the agreements and covenants required by this Agreement and each of the other Related Agreements to be performed or Default has then occurred hereundercomplied with by it prior to or on the Closing Date; provided that with respect to agreements and covenants that are qualified by materiality, Seller shall have performed such agreements and covenants, as so qualified, in all respects, (iii) no default Action shall have been commenced against Purchaser or event whichSeller or Seller Parent that would prevent the Closing and no injunction or restraining order has been issued by any Governmental Entity, and is in effect, that restrains or prohibits any transaction contemplated hereby; and (iv) Seller and Seller Parent have complied with Section 3.5(b). (d) Each of Seller and the giving Seller Parent shall have delivered to Purchaser a certificate of noticeits Secretary, or dated as of the lapse Closing Date, in a form reasonably satisfactory to Purchaser, certifying as to (a) its certificate of timeincorporation and bylaws, or bothas in effect on and as of the Closing Date, would become (b) the resolutions of its board of directors and stockholders authorizing and approving the execution, delivery and performance by the entity of this Agreement and the other Related Agreements and the transactions contemplated hereby and thereby, and (c) the incumbency of the officers of such entity executing documents executed and delivered in connection herewith. (e) Each of Seller and Seller Parent, as applicable, shall have delivered to the Purchaser executed copies of the Related Agreements. (f) Each of Xxxxx Xxxxxxx and Xxxx Xxxxxxx shall have executed and delivered non-competition and non-solicitation agreements to Purchaser in forms acceptable to Purchaser, in its sole discretion. (g) The Seller shall have delivered to Purchaser such duly executed instruments of transfer and assignment, including bills of sale and certificates of title, and other forms of agreement referenced in this Agreement as shall be necessary to convey to Purchaser all rights of the Seller in and to the Purchased Assets, subject to the terms hereof, and in forms mutually acceptable to Purchaser and the Seller. Such instruments shall include a default thereunderXxxx of Sale to be executed by the Seller and delivered to Purchaser at Closing, has then occurred in a form mutually acceptable to Purchaser and Seller (the “Xxxx of Sale”). (h) The Seller shall have delivered, in proper form for filing, duly executed releases of all Liens on the Purchased Assets, including a full payoff letter and release from TCA Global Master Credit Fund, L.P. in a form satisfactory to Seller (Seller’s consent not to be unreasonably withheld) and any tax lien waivers. The Seller shall also have delivered to Purchaser copies of the pay-off letters, releases and Settlement Agreements referenced in Section 3.5(a). (i) The Seller shall have delivered to Purchaser a duly executed Intellectual Property Assignment Agreement in a form mutually acceptable to Purchaser and Seller (j) The Seller shall have delivered to Purchaser a duly executed Assignment and Assumption Agreement in the form mutually acceptable to Purchaser and Seller (the “Assignment and Assumption Agreement”). (k) Each of Seller and the Seller Parent shall have delivered certificates of good standing issued as of a recent date by an appropriate official of the state of organization of such entity. (l) Seller shall have delivered tax clearance certificates from the State of Connecticut with respect to corporate tax, sales tax and withholdings. (m) Seller shall have delivered to Purchaser a certification of non-foreign status dated as of the Eligible Loan Closing Date and complying with the requirements of Treasury Regulation Section 1.1445-2(b)(2) in a form reasonably acceptable to Purchaser. (n) Purchaser shall have delivered to the Seller a certificate signed by the Secretary of Purchaser setting forth the votes or consents constituting the authorization and approval of the directors of Purchaser of this Agreement and the transactions contemplated hereby. (o) The Seller shall have delivered possession of the Purchased Assets to Purchaser, including all records and documents relating to the Purchased Assets, and shall have assigned or made all intangible Purchased Assets available to Purchaser, including delivering to Purchaser all tangible evidences of know-how included within the Purchased Assets such as all drawings, manuals, spec sheets, training manuals and instruction manuals on the assembly of RSU, TCU and NCU controllers. (p) Seller shall have delivered to Purchaser a fully executed copy of the Assignment, Release and Waiver of Claims Agreement with FEiNA and proof of payment on amounts owed by Seller to FEiNA pursuant to such agreement. (q) Seller shall have delivered to Purchaser a form letter addressed to Persons to which the Seller owes outstanding maintenance or warranty obligations, including the entities identified on Schedule 4.17, which letter notifies such Advance relates; Persons of the sale of the Single Axis Tracker Business to Purchaser, of Seller’s retention of all maintenance and warranty obligations of the Single Axis Tracker Business and of Seller’s change of address. (3r) a Promissory Note Seller shall have delivered to Buyer’s West Hartford, CT office all written records, files, documentation and correspondence relating to the Purchased Intellectual Property, including correspondence with the USPTO and patent counsel. (s) All conditions to Close set forth in the amount of the Advance, duly executed on behalf of the Borrower; (4) a Notice of Assignment with respect to the Eligible Loan; (5) the original executed documents (including, without limitation, the promissory note endorsed by the Borrower to the order of the Bank) comprising the Eligible Loan to which such Advance relates; (6) with respect to any letter of credit which constitutes a portion of the Collateral, the Borrower shall cause to be executed and delivered an assignment of proceeds of such letter of credit in favor of the Bank as collateral security hereunder; and (7) such documents Side Letter shall have been delivered, and such filings shall have been made and other actions taken, as reasonably may be required by the Bank and its counsel to perfect a valid, first priority security interest granted by the Borrower to the Bank with respect to the Collateralsatisfied.

Closing Requirements. (a) Concurrently with a. The Closing. On the execution hereof or on or prior Closing Date, all matters to be performed ----------- under this Agreement incident to the date on which the Bank makes the initial Advance hereunder, the Borrower shall cause to be done or provided to the Bank, as the case may be, the following: (1) resolutions sale of the Board of Directors or validly authorized Executive Committee of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower, duly authorizing: the borrowing of funds hereunderProperty, and the executionpayment of the Purchase Price (collectively, delivery the "Closing") shall be performed at the offices of Seller's counsel, Xxxxx and performance of this Agreement Xxxxxx, 00 Xxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or other mutually acceptable location. The Closing shall commence at 10:00 a.m. All documents to be delivered at the Closing and the other Financing Documents; and (2) an opinion of counsel for the Borrower satisfactory as all payments to form and substance be made shall be delivered to the BankTitle Company on the Closing Date, as to each in escrow, pending the prompt recording of the matters set forth in Sections 2.1, 2.2., 2.3, 2.8, 2.9 Deed and 2.15(c) and (d). (b) On or before each date on which the Bank makes an Advance hereunder, the Borrower shall cause such other instruments as are required to be done or provided filed to effect the transfer and conveyance of the Property, upon which filing , and confirmation from the Title Company that it is prepared to issue an owner's policy of title insurance in the form of the Specimen Title Policy, all instruments and funds shall then be delivered out of escrow. Transfer of the Purchase Price to Seller must be completed on the Closing Date. The Deed shall not be recorded and such other instruments, funds, and other Closing deliveries shall be returned by the Title Company to the Bank, as party which delivered them in the case may be, event that on the following: (1) a Loan Request not less than ten (10) Business Days before the date on which the Advance is to be made; (2) a certificate executed by the Secretary or an Assistant Secretary of the Borrower, certifying that: Closing Date (i) the representations and warranties of the Borrower contained Seller shall be unable to give title, or to make conveyance, or to deliver possession, all as herein remain true and correct as of such date; provided, (ii) no Event of Default the Seller's Title Requirements which Seller has agreed to satisfy are not satisfied, or Default has then occurred hereunder; and (iii) no default or event which, with the giving of notice, or the lapse of time, or both, would become a default thereunder, has then occurred with respect Property does not conform to the Eligible Loan to which provisions of Section 7.b. hereof, and in either such Advance relates; (3) a Promissory Note in event the amount provisions of Section 7.c through 7.e hereof shall then be applicable. It is acknowledged that time is of the Advance, duly executed on behalf essence of the Borrower; (4) a Notice of Assignment with respect to the Eligible Loan; (5) the original executed documents (including, without limitation, the promissory note endorsed by the Borrower to the order of the Bank) comprising the Eligible Loan to which such Advance relates; (6) with respect to any letter of credit which constitutes a portion of the Collateral, the Borrower shall cause to be executed and delivered an assignment of proceeds of such letter of credit in favor of the Bank as collateral security hereunder; and (7) such documents shall have been delivered, and such filings shall have been made and other actions taken, as reasonably may be required by the Bank and its counsel to perfect a valid, first priority security interest granted by the Borrower to the Bank with respect to the Collateralthis Agreement.