Common use of CONDITIONS OF EXTENSION OF CREDIT Clause in Contracts

CONDITIONS OF EXTENSION OF CREDIT. The obligation of Lender to make its Loans hereunder is subject to satisfaction of the following conditions precedent: (a) Unless waived by Lender, Lender’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Senior Officer of each Borrower, each dated on, or in the case of third-party certificates, recently before the Closing Date and each in form and substance satisfactory to Lender and its legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to Lender and Borrowers; (ii) an executed original Note executed by each Borrower in favor of Lender, in the principal amount equal to the Loan Commitment; (iii) a notice of borrowing, substantially in the form of Exhibit A, attached hereto (the “Notice of Borrowing”); (iv) a preferred stock purchase warrant or warrants (such preferred stock purchase warrants issued to the Lender, together with each preferred stock purchase warrant delivered in substitution or exchange for any such preferred stock purchase warrant, herein called the “Warrants”), in the form of Exhibit D hereto, initially exercisable for a number of shares of preferred stock as set forth in the Warrant attached hereto as Exhibit D attached hereto, duly executed and delivered by the authorized officers of the Borrowers; (v) executed original counterparts of each of the Security Documents together with all filings deemed necessary or desirable by the Lender in order to perfect the Liens created thereby; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Senior Officers of each Borrower and each Guarantor as Lender may require to establish the identities of and verify the authority and capacity of each Senior Officer thereof authorized to act as a Senior Officer thereof; (vii) such evidence as Lender may reasonably require to verify that each Borrower and each Guarantor is duly organized or formed, validly existing, in good standing and qualified to engage in business in such Borrower or such Guarantor’s jurisdiction of organization and in each foreign jurisdiction in which such Borrower or such Guarantor is required to be qualified, including certified copies of each Borrower’s and each Guarantor’s Organization Documents, certificates of good standing and/or qualification to engage in business, tax clearance certificates, and the like; Adesto Technologies Corporation Credit Agreement (viii) a Perfection Certificate signed by a Senior Officer of each Borrower; (ix) a certificate signed by a Senior Officer of each Borrower certifying (A) that the representations and warranties made by each Borrower herein and in the other Loan Documents are true and correct on and as of the Closing Date (except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date), (B) that each Borrower is in compliance with all the terms and provisions of the Loan Documents to which it is a party, and no Default or Event of Default shall have occurred and be continuing, and (C) that there has been no Material Adverse Effect since December 31, 2014; (x) the audited consolidated balance sheet of Borrowers and their Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, for the fiscal years ending December 31, 2013 and December 31, 2014; (xi) Satisfactory completion of Lender’s due diligence including, but not limited to the completion of a collateral field audit conducted by an examiner selected by the Lender; (xii) [Reserved]; (xiii) [Reserved]; (xiv) Receipt of certificates of insurance required to be maintained under Section 5.14 hereof or under any other Loan Documents, from insurance carriers acceptable to the Lender, which certificates of insurance are in such forms and amounts acceptable to the Lender under insurance policies with loss payable clauses in favor of the Lender; provided, however, that Lender may permit this requirement to be satisfied after the Closing Date for a period not greater than five (5) Business Days; and (xv) Such other assurances, certificates, documents, consents or opinions as Lender reasonably may require. (b) the Lender shall have received evidence, satisfactory to the Lender, of (i) repayment or release in full of all liabilities and obligations of the Borrowers under or otherwise with respect to the Existing Indebtedness and termination of the Existing Indebtedness and (ii) release of any and all Liens on the assets of the Borrowers securing the Existing Indebtedness and termination or release of all related mortgages, Uniform Commercial Code financing statements and other filings (as applicable) with respect to such Liens. (c) Any fees required to be paid on or before the Closing Date shall have been paid. Adesto Technologies Corporation Credit Agreement (d) Unless waived by Lender, Borrowers shall have paid all Attorney Costs of Lender to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between Borrowers and Lender).

CONDITIONS OF EXTENSION OF CREDIT. The obligation effectiveness of this Agreement and the obligations of each Lender to make its Loans initial Loan hereunder is are subject to satisfaction of the following conditions precedent: (a) Unless waived by LenderAdministrative Agent and Lenders, LenderAdministrative Agent’s receipt of the following, each of which shall be originals or facsimiles facsimiles, including pdfs or similar electronic transmission (followed promptly by originals, provided that the Notes must be delivered as originals and not facsimiles or pdfs) unless otherwise specified, each properly executed by a Senior Officer of each BorrowerBorrower or the applicable Guarantor, each dated on, or in the case of third-party certificates, recently before dated on or as of a recent date before, the Closing Date and each in form and substance satisfactory to Administrative Agent, each Lender and its their legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to each Lender and BorrowersBorrower; (ii) an executed original Note Notes executed by each Borrower in favor of each Lender, each in the principal amount equal to such Lender’s Term Loan Commitment and the Revolving Loan Commitment, respectively; (iii) executed original counterparts of the Guaranty executed by each Subsidiary that is required to be a notice Guarantor as of borrowing, substantially in the form of Exhibit A, attached hereto (the “Notice of Borrowing”)Closing Date; (iv) a preferred stock purchase warrant or warrants (such preferred stock purchase warrants issued to the Lender, together with each preferred stock purchase warrant delivered in substitution or exchange for any such preferred stock purchase warrant, herein called the “Warrants”), in the form of Exhibit D hereto, initially exercisable for a number of shares of preferred stock as set forth in the Warrant attached hereto as Exhibit D attached hereto, duly executed and delivered by the authorized officers original counterparts of the Borrowers;Subordination Agreements, each in form and substance satisfactory to Administrative Agent; Fusion NBS Acquisition Corp. Credit Agreement (v) executed original counterparts of each of the Security Documents (excluding any Deposit Account Control Agreement) together with all filings to be filed substantially contemporaneously therewith (including filings with respect to intellectual property with any applicable Governmental Authority but excluding the filings required in order for the Guarantee of NBS to become effective) deemed necessary or desirable by the Lender Administrative Agent in order to perfect the Liens created thereby; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Senior Officers of each Borrower and each Guarantor as Lender Administrative Agent may require to establish the identities of and verify the authority and capacity of each Senior Officer thereof authorized to act as a Senior Officer thereof; (vii) such evidence as Administrative Agent and any Lender may reasonably require to verify that each Borrower and each Guarantor is duly organized or formed, validly existing, in good standing and qualified to engage in business in such Borrower Borrower’s or such Guarantor’s jurisdiction of organization and in each foreign jurisdiction in which such Borrower or such Guarantor is required to be qualified, including certified copies of each Borrower’s and each Guarantor’s Organization DocumentsDocuments certified by the corporate Secretary, certificates of good standing and/or qualification to engage in business, tax clearance certificates, and the like; Adesto Technologies Corporation Credit Agreement; (viii) a Perfection Certificate signed by a Senior Officer of each Borrower; (ix) a certificate signed by a Senior Officer of each Borrower certifying that (A) that the representations and warranties made by each Borrower herein and Loan Party in the other Loan Documents are true and correct on and as of the Closing Date (except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date), (B) that each Borrower Loan Party is in compliance with all the terms and provisions of the Loan Documents to which it is a party, and no Default or Event of Default shall have occurred and be continuing, and (C) that there has been no Material Adverse Effect since December 31, 2014, there has been no event or circumstance which has or has had a Material Adverse Effect; (x) evidence that all Debt to be Repaid has been (or, concurrently with the audited consolidated balance sheet making of Borrowers the initial Loans on the Closing Date will be) paid in full, and their Subsidiaries as at all Liens securing such Debt to be Repaid have been (or, concurrently with the end payment in full of such fiscal year, and the related consolidated statements of income and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, for the fiscal years ending December 31, 2013 and December 31, 2014Debt to be Repaid will be) released; (xi) Satisfactory satisfactory completion of each Lender’s due diligence includingdiligence, but not limited to the including satisfactory completion by Administrative Agent of a collateral field audit conducted by an examiner selected by the Lenderaudit; (xii) [Reserved]; (xiii) [Reserved]; (xiv) Receipt a written opinion of certificates of insurance required to be maintained under Section 5.14 hereof or under any other Loan Documents, from insurance carriers acceptable legal counsel to the Lender, which certificates of insurance are in such forms and amounts acceptable to the Lender under insurance policies with loss payable clauses in favor of the Lender; provided, however, that Lender may permit this requirement to be satisfied after the Closing Date for a period not greater than five (5) Business Days; and (xv) Such other assurances, certificates, documents, consents or opinions as Lender reasonably may require. (b) the Lender shall have received evidence, satisfactory to the Lender, of (i) repayment or release in full of all liabilities and obligations of the Borrowers under or otherwise with respect to the Existing Indebtedness and termination of the Existing Indebtedness and (ii) release of any and all Liens on the assets of the Borrowers securing the Existing Indebtedness and termination or release of all related mortgages, Uniform Commercial Code financing statements and other filings (as applicable) with respect to such Liens. (c) Any fees required to be paid on or before the Closing Date shall have been paid. Adesto Technologies Corporation Credit Agreement (d) Unless waived by Lender, Borrowers shall have paid all Attorney Costs of Lender to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between Borrowers and Lender).Loan Parties;

CONDITIONS OF EXTENSION OF CREDIT. The effectiveness of this Agreement and the obligation of Lender to make its Loans initial Loan hereunder is are subject to satisfaction of the following conditions precedent: (a) Unless waived by Lender, Lender’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Senior Officer of each Borrower, each dated on, or in the case of third-party certificates, recently before the Closing Date and each in form and substance satisfactory to Lender and its legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to Lender and BorrowersBorrower; (ii) an executed original Note Notes executed by each Borrower in favor of Lender, in the principal amount equal to the Term Loan Commitment, and the Revolving Loan Commitment; (iii) a notice of borrowing, substantially in the form of Exhibit A, attached hereto (the “Notice of Borrowing”)[Reserved;] (iv) a preferred common stock purchase warrant or warrants (such preferred common stock purchase warrants issued to the Lender, together with each preferred common stock purchase warrant delivered in substitution or exchange for any such preferred common stock purchase warrant, herein called the “Warrants”), in the form of Exhibit D hereto, initially exercisable for a number of shares of preferred common stock as set forth in the Warrant attached hereto as Exhibit D attached heretoD, duly executed and delivered by the authorized officers of the BorrowersBorrower; (v) subject to the terms of Section 6.12, executed original counterparts of each of the Security Documents together with all filings (including filings with respect to intellectual property with any applicable Governmental Authority) deemed necessary or desirable by the Lender in order to perfect the Liens created thereby; (vi) such certificates of resolutions or other action, ; incumbency certificates and/or other certificates of Senior Officers of each Borrower and each Guarantor as Lender may require to establish the identities of and verify the authority and capacity of each Senior Officer thereof authorized to act as a Senior Officer thereof; (vii) such evidence as Lender may reasonably require to verify that each Borrower and each Guarantor is duly organized or formed, validly existing, in good standing and qualified to engage in business in such Borrower Borrower’s or such Guarantor’s jurisdiction of organization and in each foreign jurisdiction in which such Borrower or such Guarantor is required to be qualified, including certified copies of each Borrower’s and each Guarantor’s Organization Documents, certificates of good standing and/or qualification to engage in business, tax clearance certificates, and the like; Adesto Technologies Corporation Credit Agreement; (viii) a Perfection Certificate signed by a Senior Officer of each Borrower; (ix) a certificate signed by a Senior Officer of each Borrower certifying (A) that the representations and warranties made by each Borrower herein and in the other Loan Documents are true and correct on and as of the Closing Date (except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date), (B) that each Borrower is in compliance with all the terms and provisions of the Loan Documents to which it is a party, and no Default or Event of Default shall have occurred and be continuing, and (C) that since September 30, 2013 (herein, the “Date of Last Financials”), there has been no event or circumstance which has or has had a Material Adverse Effect since December 31, 2014Effect; (x) evidence that all Debt to be Repaid has been (or, concurrently with the audited consolidated balance sheet making of Borrowers the initial Loans on the Closing Date will be) paid in full, and their Subsidiaries as at all Liens securing such Debt to be Repaid have been (or, concurrently with the end payment in full of such fiscal year, and the related consolidated statements of income and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, for the fiscal years ending December 31, 2013 and December 31, 2014Debt to be Repaid will be) released; (xi) Satisfactory satisfactory completion of Lender’s due diligence includingdiligence, but not limited to the including satisfactory completion by Lender of a collateral field audit conducted by an examiner selected by the Lenderaudit; (xii) [Reserved]certified copies of all executed notes and other agreements evidencing the 1994 Settlement Agreement; (xiii) [Reserved]; (xiv) Receipt receipt of certificates of insurance required to be maintained under Section 5.14 hereof or under any other Loan Documents, from insurance carriers acceptable to the Lender, which certificates of insurance are in such forms and amounts acceptable to the Lender under insurance policies with loss payable clauses in favor of the Lender; provided, however, that Lender may permit this requirement to be satisfied after the Closing Date for a period not greater than five (5) Business Days; and (xvxiv) Such such other assurances, certificates, documents, consents or opinions as Lender reasonably may require. (b) the Lender shall have received evidence, satisfactory to the Lender, of Any fees (i) repayment or release in full of all liabilities and obligations of the Borrowers under or otherwise with respect to the Existing Indebtedness and termination of the Existing Indebtedness and (ii) release of any and all Liens on the assets of the Borrowers securing the Existing Indebtedness and termination or release of all related mortgages, Uniform Commercial Code financing statements and other filings (as applicable) with respect to such Liens. (c) Any including fees required to be paid on or before the Closing Date as specified in the Proposed Terms referred to in the Financing Proposal Letter dated March 12, 2014 between Borrower and Lender) shall have been paid. Adesto Technologies Corporation Credit Agreement (d) Unless waived by Lender, Borrowers shall have paid all Attorney Costs of Lender to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between Borrowers and Lender).