Common use of Conditions Precedent to Credit Extension Clause in Contracts

Conditions Precedent to Credit Extension. Bank’s obligation to make the Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrant; (c) duly executed original signatures to the Control Agreement(s) for accounts maintained outside Bank with aggregate balances in excess of [****], if any; (d) duly executed original signatures to the Secured Guaranty Documents; (e) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) duly executed original signatures to the completed Borrowing Resolutions for Borrower and Guarantor; (g) copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; [****] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (j) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof; (k) a landlord’s consent in favor of Bank for Borrower’s Newark, CA location by the respective landlord thereof, together with the duly executed original signatures thereto; (l) a bailee’s waiver in favor of Bank for each U.S. location where Borrower maintains property with a third party with a value of greater [****], by each such third party, together with the duly executed original signatures thereto; (m) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the Funding Date of the Credit Extension; and (n) Bank determines to its satisfaction that there has not been a Material Adverse Change.

Conditions Precedent to Credit Extension. BankEach Lender’s obligation to make the Credit Extension Term Loan is subject to the condition precedent that Bank Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to BankCollateral Agent and each Lender, such documents, and completion of such other matters, as Bank Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed original signatures to the Loan Documentsby Borrower and each Subsidiary, as applicable; (b) duly executed original signatures Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries other than Foreign Subsidiaries, to the Warrantextent required under Section 6.6; (c) duly executed original signatures Secured Promissory Notes in favor of each Lender according to the Control Agreement(s) for accounts maintained outside Bank with aggregate balances in excess of [****], if anyits Term Loan Commitment Percentage; (d) the certificates for the Shares, if any, together with assignments separate from such certificates, duly executed original signatures to the Secured Guaranty Documentsin blank; (e) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) duly executed original signatures to the a completed Borrowing Resolutions Perfection Certificate for Borrower and GuarantorBorrower; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a Guarantor party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of a recent datedate no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Bank may Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; [****] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (ij) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations other than for Permitted Locations (as defined herein below); (k) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00) other than for Permitted Locations; (l) a duly executed legal opinion of counsel to Borrower dated as of the Effective Date; (m) evidence satisfactory to Bank Collateral Agent and the Lenders that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of BankCollateral Agent, for the ratable benefit of the Lenders; (jn) a payoff letter from Silicon Valley Bank in respect of the Existing Indebtedness; (o) a payoff letter from Oxford in respect of the Existing Indebtedness; (p) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (q) payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.5 hereof. (r) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (ks) a landlord’s consent in favor receipt by Collateral Agent of Bank for Borrower’s Newark, CA location by an executed copy of the respective landlord thereof, together with the duly executed original signatures theretoJV Termination Agreement; (l) a bailee’s waiver in favor of Bank for each U.S. location where Borrower maintains property with a third party with a value of greater [****], by each such third party, together with the duly executed original signatures thereto; (mt) the representations and warranties in this Agreement Section 5 hereof shall be true, accurate, accurate and complete in all material respects on the date of the Disbursement Letter (and the Loan Payment/Advance Request Form) and on the Funding Date of the Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. The Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 hereof are true, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (nu) Bank determines to its satisfaction that in such Lender’s discretion, there has not been a any Material Adverse Change.

Conditions Precedent to Credit Extension. BankLender’s obligation to make the Credit Extension is subject to the condition precedent that Bank Lender shall have received, in form and substance satisfactory to BankLender, such documents, and completion of such other matters, as Bank Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which Borrower is a party; (b) duly executed original signatures to the Warrant; (c) duly executed original signatures Secured Promissory Note in favor of Lender in an amount not to exceed the Control Agreement(s) for accounts maintained outside Bank with aggregate balances in excess of [****], if anyEquipment Line; (d) duly executed original signatures to the Secured Guaranty Documents; (e) the Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) duly executed original signatures to the completed Borrowing Resolutions for Borrower and GuarantorBorrower; (gf) Lender shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank may Lender shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; [****] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested ; (g) a landlord’s consent with respect to the omitted portions.Borrower’s leased property located at 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, XX 00000 executed in favor of Lender; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) evidence satisfactory to Bank Lender that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of BankLender; (i) Estoppel letter from Lighthouse Capital Partners releasing any interest in the Collateral: and (j) payment of the fees and Bank Lender’s Expenses then due as specified in Section 2.5 2.4 hereof. The obligation of Lender to make the Credit Extension is also subject to the following: (a) except as otherwise provided in Section 3.3, timely receipt of an executed Payment/Advance Form and a UCC financing statement covering the Financed Equipment; (k) a landlord’s consent in favor of Bank for Borrower’s Newark, CA location by the respective landlord thereof, together with the duly executed original signatures thereto; (l) a bailee’s waiver in favor of Bank for each U.S. location where Borrower maintains property with a third party with a value of greater [****], by each such third party, together with the duly executed original signatures thereto; (mb) the representations and warranties in this Agreement Section 5 shall be true, accurate, accurate and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date Date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. The Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (c) Lender shall have the opportunity to confirm that upon filing of the UCC financing statement covering the Financed Equipment, that Lender shall have a perfected first priority security interest in such Financed Equipment; and (nd) Bank determines to its satisfaction that in Lender’s sole discretion, there has not been a Material Adverse Changeany material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Lender.

Conditions Precedent to Credit Extension. Bank’s obligation to make the initial Credit Extension on or after the Effective Date is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures amendments to the WarrantDebentures; (c) duly executed original signatures a Third Amendment with respect to the Control Agreement(s) for accounts maintained outside Bank with aggregate balances in excess of [****]Ltd IP Agreement, if anyand completed exhibits thereto; (d) duly executed original signatures to the Secured Guaranty Documentsany Control Agreements required by Bank; (e) a certificate of the Secretary of Ltd with respect to articles, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (f) a certificate of the secretary of Inc with respect to Inc’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (g) a managing directors’ certificate of GmbH with respect to GmbH’s organizational documents and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (h) Inc’s Operating Documents and long-a long form good standing certificates certificate of Borrower and its Subsidiaries Inc certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fi) Certificates of good standing/foreign qualification of Inc certified by the Secretary of State of the State of California as of a date no earlier than thirty (30) days prior to the Effective Date; Gl the completed and executed Borrowing Resolutions for each Borrower; (k) GmbH’s organizational documents and resolutions, including each of (i) Excerpt of the Commercial Register, (ii) Articles of Association, (iii) List of Shareholders and (iv) Shareholder Consent; (1) an amendment to the Security Assignment Agreement, together with the duly executed original signatures to the completed Borrowing Resolutions for Borrower and Guarantorthereto; (gm) the Account Pledge Agreement, together with the duly executed original signatures thereto; (n) certified copies, dated as of a recent date, of financing statement and other lien searches, as Bank may shall reasonably request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements or other filings either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be be, terminated or released; [****] Certain information has been omitted ; (o) written approval from the Israeli Office of Chief Scientist and filed separately with the Commission. Confidential treatment has been requested Investment Center with respect to the omitted portions.creation of the security interest by Borrower over the Collateral in favor of Bank; (hp) evidence satisfactory to Bank in Bank’s sole discretion that (i) all Indebtedness of Borrower to Kreos has been repaid and satisfied in full, and all documents with respect to such Indebtedness have been duly terminated in writing, (ii) Kreos has no obligation to make any further credit extension to Borrower, (iii) Kreos has terminated and released all Liens on the assets of Borrower (including, without limitation, by filing terminations of all UCC financing statements and terminations of all filings with the United States Patent and Trademark Office and/or the United States Copyright Office), and (iv) the Kreos Intercreditor Agreement is terminated in writing; (q) the Perfection Certificate of each Borrower, together with the duly executed original signatures thereto; (r) a legal op1mon from Borrower’s Israeli counsel with respect to Ltd dated as of the Effective Date, together with the duly executed original signature thereto; (is) a legal opinion from Borrower’s US counsel with respect to Inc dated as of the Effective Date, together with the duly executed original signature thereto; (t) a legal opinion from Bank’s German counsel with respect to GmbH dated as of the Effective Date, together with the duly executed original signature thereto; (u) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 hereof 6.4 of this Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or and additional insured clauses or and cancellation notice to Bank (including certificates on Xxxxx 25 and Xxxxx 28 forms and endorsements to the policies reflecting the same); (v) evidence satisfactory to Bank that all filings required to have been made pursuant to the Debentures and the other Loan Documents have been made to secure a first-ranking Lien in favor of the Bank on the Charged Property, and all other actions required to have been taken by Borrower or any other party prior to the initial Credit Extension on or after the Effective Date shall have been taken and all consents and other authorizations shall have been obtained prior to the initial Credit Extension on or after the Effective Date, all in accordance with the terms of the Debentures and the other Loan Documents; (w) evidence that the GmbH has notified Commerzbank AG about the pledge of its German bank account as further specified in the German Security Documents; (x) confirmation by Commerzbank AG that it waived or subordinated its prior pledges and all other security interests in relation to the bank accounts of GmbH held with Commerzbank AG in favour of Bank; (jy) establishment of the Lockbox; (z) establishment of the German Collections Accounts; and (aa) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof; (k) a landlord’s consent in favor 2.4 and Section 2.10 of Bank for Borrower’s Newark, CA location by the respective landlord thereof, together with the duly executed original signatures thereto; (l) a bailee’s waiver in favor of Bank for each U.S. location where Borrower maintains property with a third party with a value of greater [****], by each such third party, together with the duly executed original signatures thereto; (m) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the Funding Date of the Credit Extension; and (n) Bank determines to its satisfaction that there has not been a Material Adverse ChangeAgreement.

Conditions Precedent to Credit Extension. Bank’s 's obligation to make the Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) duly executed original signatures to the Warrant; (c) Borrower shall have delivered duly executed original signatures to the Control Agreement(s) for accounts maintained outside Bank with aggregate balances in excess of [****], if anyAgreement; (dc) duly executed original signatures to the Secured Guaranty Documents; (e) the Borrower shall have delivered its Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s the State of Delaware and such Subsidiaries’ jurisdiction the Secretary of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each State of the State of New Jersey as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) Borrower shall have delivered duly executed original signatures to the completed Borrowing Resolutions for Borrower and GuarantorBorrower; (ge) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; [****] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.; (hf) Borrower shall have delivered the Perfection Certificate of executed by Borrower, together with the duly executed original signature thereto; (ig) Borrower shall have delivered the insurance policies and/or endorsements required pursuant to Section 6.4 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.4 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank;; and (jh) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.5 2.4 hereof; (k) a landlord’s consent in favor of Bank for Borrower’s Newark, CA location by the respective landlord thereof, together with the duly executed original signatures thereto; (l) a bailee’s waiver in favor of Bank for each U.S. location where Borrower maintains property with a third party with a value of greater [****], by each such third party, together with the duly executed original signatures thereto; (m) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the Funding Date of the Credit Extension; and (n) Bank determines to its satisfaction that there has not been a Material Adverse Change.

Conditions Precedent to Credit Extension. Bank’s obligation to make the Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrant; (c) duly executed original signatures to the Control Agreement(s) for accounts maintained outside Bank with aggregate balances in excess of [****], if any; (d) duly executed original signatures to the Secured Guaranty Documents; (e) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) duly executed original signatures to the completed Borrowing Resolutions for Borrower and Guarantor; (g) copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; [****] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (j) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof; (k) a landlord’s consent in favor of Bank for Borrower’s Newark, CA location by the respective landlord thereof, together with the duly executed original signatures thereto; (l) a bailee’s waiver in favor of Bank for each U.S. location where Borrower maintains property with a third party with a value of greater [****], by each such third party, together with the duly executed original signatures thereto; (m) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the Funding Date of the Credit Extension; and (n) Bank determines to its satisfaction that there has not been a Material Adverse Change.

Conditions Precedent to Credit Extension. BankLender’s obligation to make the Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or have receiveddelivered, in form and substance satisfactory to BankLender, such documents, and completion of such other matters, as Bank Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) duly executed original signatures to the WarrantControl Agreement(s); (c) duly executed original signatures to the Control Agreement(s) for accounts maintained outside Bank with aggregate balances in excess of [****], if anyWarrant; (d) duly executed original signatures to the Secured Guaranty Documents; (e) the its Operating Documents and long-form good standing certificates (or equivalents) of Borrower and its Subsidiaries certified by the Secretary of State of the States of Delaware and California (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction other states and/or jurisdictions in which Borrower and each Subsidiary is qualified to conduct do and or doing business, each ) as of a date no earlier than thirty (30) days prior to the Effective Closing Date; (e) a duly executed original Secretary’s Certificate certifying the adoption and ratification of, and completed Borrowing Resolutions for, Borrower; (f) duly a landlord’s consent executed original signatures in favor of Lender with respect to the completed Borrowing Resolutions for Borrower and Guarantoreach of Borrower’s leased locations (other than Borrower’s New Jersey location); (g) certified copies, dated as of a recent date, of financing statement searches, as Bank may Lender shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; [****] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.; (h) the Perfection Certificate of executed by Borrower, together with the duly executed original signature thereto; (i) evidence satisfactory to Bank Lender that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank;Lender; and (j) payment of the fees and Bank Lender Expenses then due as specified in Section 2.5 2.3 hereof; (k) a landlord’s consent in favor of Bank for Borrower’s Newark, CA location by the respective landlord thereof, together with the duly executed original signatures thereto; (l) a bailee’s waiver in favor of Bank for each U.S. location where Borrower maintains property with a third party with a value of greater [****], by each such third party, together with the duly executed original signatures thereto; (m) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the Funding Date of the Credit Extension; and (n) Bank determines to its satisfaction that there has not been a Material Adverse Change.

Conditions Precedent to Credit Extension. BankEach Lender’s obligation to make the Credit Extension Term Loan is subject to the condition precedent that Bank Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to BankCollateral Agent and each Lender, such documents, and completion of such other matters, as Bank Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed original signatures to the Loan Documentsby Borrower and each Subsidiary, as applicable; (b) subject to the terms of the Post Closing Letter, duly executed original signatures Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries other than Foreign Subsidiaries, to the Warrantextent required under Section 6.6; (c) duly executed original signatures Secured Promissory Notes in favor of each Lender according to the Control Agreement(s) for accounts maintained outside Bank with aggregate balances in excess of [****], if anyits Term Loan Commitment Percentage; (d) subject to the terms of the Post Closing Letter, the certificates for the Shares, if any, together with assignments separate from such certificates, duly executed original signatures to the Secured Guaranty Documentsin blank; (e) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) duly executed original signatures to the a completed Borrowing Resolutions Perfection Certificate for Borrower and GuarantorBorrower; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a Guarantor party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of a recent datedate no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Bank may Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; [****] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (ij) subject to the terms of the Post Closing Letter, a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations other than for Permitted Locations (as defined herein below); (k) subject to the terms of the Post Closing Letter, a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00) other than for Permitted Locations; (l) a duly executed legal opinion of counsel to Borrower dated as of the Effective Date; (m) evidence satisfactory to Bank Collateral Agent and the Lenders that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of BankCollateral Agent, for the ratable benefit of the Lenders; (jn) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (o) payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.5 hereof. (p) receipt by (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B‑1 attached hereto; and (ii) SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B‑2 attached hereto; (kq) a landlord’s consent in favor receipt by Collateral Agent of Bank for Borrower’s Newark, CA location by an executed copy of the respective landlord thereof, together with the duly executed original signatures theretoJV Termination Agreement; (l) a bailee’s waiver in favor of Bank for each U.S. location where Borrower maintains property with a third party with a value of greater [****], by each such third party, together with the duly executed original signatures thereto; (mr) the representations and warranties in this Agreement Section 5 hereof shall be true, accurate, accurate and complete in all material respects on the date of the Disbursement Letter (and the Loan Payment/Advance Request Form) and on the Funding Date of the Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. The Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 hereof are true, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (ns) Bank determines to its satisfaction that in such Lender’s discretion, there has not been a any Material Adverse Change.

Conditions Precedent to Credit Extension. BankLender’s obligation to make the Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or have receiveddelivered, in form and substance satisfactory to BankLender, such documents, and completion of such other matters, as Bank Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) duly executed original signatures to the WarrantControl Agreement(s); (c) duly executed original signatures to the Control Agreement(s) for accounts maintained outside Bank with aggregate balances in excess of [****], if any; (d) duly executed original signatures to the Secured Guaranty Documents; (e) the its Operating Documents and long-form good standing certificates (or equivalents) of Borrower and its Subsidiaries certified by the Secretary of State of the States of Delaware and California (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction other states and/or jurisdictions in which Borrower and each Subsidiary is qualified to conduct do and or doing business, each ) as of a date no earlier than thirty (30) days prior to the Effective Closing Date; (d) a duly executed original Secretary’s Certificate certifying the adoption and ratification of, and completed Borrowing Resolutions for, Borrower; (e) a landlord’s consent executed in favor of Lender with respect to each of Borrower’s leased locations (other than Borrower’s New Jersey location); (f) duly executed original signatures to the completed Borrowing Resolutions for Borrower and Guarantor; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank may Lender shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; [****] Certain information has been omitted and filed separately with ; (g) the Commission. Confidential treatment has been requested with respect to the omitted portions.Perfection Certificate executed by Borrower; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) evidence satisfactory to Bank Lender that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank;Lender; and (ji) payment of the fees and Bank Lender Expenses then due as specified in Section 2.5 2.3 hereof; (k) a landlord’s consent in favor of Bank for Borrower’s Newark, CA location by the respective landlord thereof, together with the duly executed original signatures thereto; (l) a bailee’s waiver in favor of Bank for each U.S. location where Borrower maintains property with a third party with a value of greater [****], by each such third party, together with the duly executed original signatures thereto; (m) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the Funding Date of the Credit Extension; and (n) Bank determines to its satisfaction that there has not been a Material Adverse Change.