Common use of Conditions Precedent to Initial Credit Extension Clause in Contracts

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) 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; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Mezzanine Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 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; (k) with respect to the initial Advance, a completed Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts); and (kl) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.5 hereof.,

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance reasonably 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) the Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower certified by the Secretary of State of Delaware and the State(s) of Delaware, together with any certificates of foreign qualifications from each jurisdiction in which Borrower is qualified to conduct businessqualified, each dated as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the Secretary’s Certificate with completed Borrowing Resolutions for Borrower; (e) the PJC Intercreditor Agreement by PJC Capital in favor of Bank, together with the duly executed original signatures thereto; (f) [Reserved]; (g) [Reserved]; (h) 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; (gi) the Perfection Certificate Certificates of BorrowerBorrower and Guarantor, together with the duly executed signature original signatures thereto; (hj) except as to Excluded Sites, a baileelandlord’s waiver consent in favor of Bank for each location where Borrower maintains property with a third party00 Xxxxxx Xxxx, Xxxxxxxx X, Xxxxxxxxxxxx, Xxxxxxxxxxxxx 00000 and for 1 Dexter Road, East Providence, Rhode Island, by each such third partylandlord thereof, together with the duly executed original signatures thereto; (ik) [Reserved]; (l) a legal opinion (authority and enforceability) of Borrower’s counsel counsel, in form and substance acceptable to Bank, in its reasonable discretion, dated as of the Effective Date together with the duly executed pdf original signature thereto; (jm) the duly executed original signatures to the Guaranty Agreement and the Security Agreement, together with a Secretary’s Certificate and duly executed original signatures to the completed Borrowing Resolutions for Guarantor; (n) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (ko) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control Agreements; (c) the Borrower’s Operating Documents and a long-form good standing certificates certificate of Borrower certified by the Secretary of State of the State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretarySecretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a partyCorporate Borrowing Certificate; (e) duly executed pdf signatures Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the completed Borrowing Resolutions for BorrowerEffective Date; (f) 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) except as to Excluded Sites, a baileelandlord’s waiver consent in favor of Bank for each location where Borrower maintains property with a third party0 Xxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxxxxx 00000, by each such third partythe respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf original signature thereto; (j) 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; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed signatures to the Loan Documents[reserved]; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Delaware Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) [reserved]; (g) duly executed signature to a payoff letter from Pacific Western Bank; (h) evidence that (i) the Liens securing Indebtedness owed by Borrower to Pacific Western Bank 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; (i) certified copies, dated as of a recent date, of financing statement searches, as Bank may reasonably 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; (gj) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (ik) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto[reserved]; (jl) [reserved]; (m) [reserved]; (n) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 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; (o) [reserved]; (p) [reserved]; and (kq) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.7 hereof.

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank the Lenders shall consent to or shall have received, in form and substance satisfactory to Bankthe Lenders, such documents, and completion of such other matters, as Bank the Lenders may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments to which Borrower is a party; (b) duly executed original signatures to the Loan DocumentsControl Agreements with (i) SVB and its Affiliates, and (ii) State Street; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage in amounts not to exceed the Term Loan; (d) Operating Documents and long-form a good standing certificates certificate of Borrower certified by the Secretary of State of the State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (f) the Annual Projections, for the current calendar year; (g) Collateral Agent shall have received certified copies, dated as of a recent 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature original signatures thereto; (ji) evidence satisfactory to Bank Collateral Agent 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; (j) a duly executed Perfection Certificate for Borrower; (k) a landlord’s consent executed in favor of Collateral Agent in respect of each of Borrower’s leased locations, together with the duly executed original signatures thereto; (l) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; and (km) payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Lender to make the initial Credit Extension is subject to the condition precedent that Bank Lender shall have received, in form and substance satisfactory to BankLender, the following: (a) this Agreement duly executed by Borrowers; (b) an officer’s certificate of each Borrower set forth in Exhibit C hereof, with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) the IP Security Agreements; (d) the Pledge Agreements; (e) the Xxxxx Intercreditor Agreement; (f) the Rosedale Intercreditor Agreement; (g) the Third Party Waivers; (h) [intentionally omitted]; (i) the Guaranties and Guarantor Security Instruments, each duly executed by Guarantor in favor of Lender; (j) a certified copy of one or more financing statement(s) (Form UCC-1) with respect to the security interest in favor of Lender in the Collateral filed with the appropriate office(s) in the appropriate jurisdiction(s); (k) evidence, satisfactory to Lender, that upon the funding of the Term Loan, the Acquisition Transaction will be completed; (l) copy of the fully executed Acquisition Documents certified by an officer of Nationwide New; (m) evidence, satisfactory to Lender, that the Xxxxx Debt has been funded; (n) copies of all documents representing the grant to Lender or its designee of 500,000 shares of common stock of Entrade, Inc. which shall become effective immediately upon the closing of this Term Loan and evidence of delivery of all such shares to Lender’s counsel to hold in escrow with instruction to deliver to Lender upon the closing of the Term Loan; (o) the Entrade Warrant; (p) copies of the Acquisition Documents certified by a Responsible Officer of Socal Acquisition; (q) payment of all the Lender Expenses incurred through the Closing Date, including attorneys’ fees and filing fees; (r) financial statements for each Borrower, together with company prepared balance sheets and income statements, for the most recently ended fiscal quarter and year in accordance with Section 6.4, and such other updated financial information as Lender may request; (s) NAF and Lender shall have entered into the NAF Loan Agreement; (t) Nationwide Auction shall have entered into lease agreements with respect to the real property identified on Schedule 6.10, which agreements shall be in form and substance satisfactory to Lender; (u) the Settlement Agreement and all related documents; and (v) such other documents or certificates, and completion of such other matters, as Bank Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) 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; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed signatures to the Loan Documents; (ci) the Operating Documents of Ibotta and a long-form good standing certificates certificate of Borrower Ibotta certified by the Secretary of State of the State of Delaware and (ii) a good standing/foreign qualification certificate of Ibotta certified by the Secretary of State (or equivalent agency) of each jurisdiction of Colorado and New York, in which Borrower is qualified to conduct business, each case as of a date no earlier than thirty 30 days prior to the Effective Date; (30c) (i) the Operating Documents of Ibotta Colorado and a long-form good standing certificate of Ibotta Colorado certified by the Secretary of State of the State of Colorado and (ii) a good standing/foreign qualification certificate of Ibotta Colorado certified by the Secretary of State (or equivalent agency) of each state in which Ibotta Colorado is qualified to do business, in each case as of a date no earlier than 30 days prior to the Effective Date; (d) certificate duly executed by a secretary’s certificate Responsible Officer or secretary of each Borrower with respect to such Borrower’s (i) Operating Documents, incumbency, specimen signatures Documents and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party(ii) Borrowing Resolutions; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of searches for financing statement searches, as Bank may requestfiled in the central filing office of the State of Delaware, 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; (gf) the duly executed Perfection Certificate of each Borrower, together with ; (g) Intellectual Property search results and completed exhibits to the duly executed signature theretoIP Agreement; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of BorrowerXxxxxxxx’s counsel with respect to Xxxxxx dated as of the Effective Date together with the duly executed pdf signature theretoDate; (ji) evidence satisfactory with respect to the Initial Advance, a completed Borrowing Base Statement (and any schedules related thereto and including any other information reasonably requested by 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 Bankrespect to Borrower’s Accounts); and (kj) payment of the fees and Bank Expenses then due as specified in Section 2.3 1.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make On or before the initial Credit Extension Debtor shall deliver, or ensure delivery of, the following to Secured Party: (A) a counterpart of this Agreement; (B) a Note evidencing the initial Credit Extension; (C) the Security Transfer Agreement, dated as of even date herewith, between Debtor and Secured Party (as it may be amended, restated, supplemented or otherwise modified from time to time, the “German Security Agreement”); (D) the Chattel Mortgage, dated as of even date herewith, between Debtor and Secured Party (as it may be amended, restated, supplemented or otherwise modified from time to time, the “UK Security Agreement”); (E) the Warrant to Purchase 200,000 Shares of Series A Preferred Stock, dated March 5, 2007, made by Debtor in favor of Secured Party (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Warrant”); (F) a certificate of the Secretary of Debtor, the form of which is subject attached hereto as Exhibit B (the “Secretary’s Certificate”), providing verification of incumbency and attaching Debtor’s board resolutions approving the transactions contemplated by this Agreement and the other Debt Documents and Debtor’s governing documents; (G) collateral assignments, as Secured Party shall request in its reasonable discretion; (H) certificates of insurance evidencing the insurance coverage required pursuant to Section 5 below; (I) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens on the condition precedent that Bank Collateral, other than Permitted Liens (as defined below), as Secured Party shall have receivedrequest in its reasonable discretion; (J) a certificate of good standing of Debtor as of a date acceptable to Secured Party from the jurisdiction of Debtor’s organization; (K) the Subordination and Waiver Agreement among MGlas AG, Debtor and Secured Party, the Deed of Subordination and Waiver among Patheon UK Limited, the Debtor and the Secured Party, the Deed of Subordination and Waiver among Bespak Europe Limited, the Debtor and the Secured Party, and the Deed of Subordination and Waiver among Xxxxxx Xxxxxxxx Limited, the Debtor and the Secured Party, each dated on or about the date hereof (as each may be amended, restated, supplemented or otherwise modified from time to time, collectively, the “Initial Landlord Consents”); (L) legal opinions of counsel for Debtor located in the United States, England and Germany, each in form and substance reasonably satisfactory to BankSecured Party; (M) one or more schedules of equipment and personal property related thereto listing in detail sufficient to specifically identify the Collateral and its location (as each may be amended, restated, supplemented or otherwise modified from time to time the “Collateral Schedules”), which Collateral Schedules shall be annexed to and made a part hereof, the UK Security Agreement and/or the German Security Agreement and the respective Initial Landlord Consents, as applicable; (N) UCC financing statements (and to the extent any such Collateral is to be located in a country other than the United States, such other documents, forms and completion of schedules necessary to perfect Secured Party’s interest in such other mattersjurisdiction in the Collateral) in the correct form for filing in the necessary filing office; and (O) all other documents, agreements, opinions, filings and instruments as Bank Secured Party may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures appropriate to effectuate the Senior Loan Agreement intent and satisfaction of all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery purpose of this Agreement (together with this Agreement, Note, the German Security Agreement, the UK Security Agreement, the Warrant, the Initial Landlord Consents, Landlord Consents, the Collateral Schedules and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searchesSecretary’s Certificate, as Bank each may requestbe amended, accompanied by written evidence (including any UCC termination statements) that restated, supplemented or otherwise modified from time to time, collectively, 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) 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; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof“Debt Documents”).

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such the following documents, and completion of such other the following matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments (other than Loan Documents that are permitted to be delivered after the Effective Date in accordance with the Postclosing Letter); (b) duly executed signatures to the Loan Documents; (c) the Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (c) Each Domestic Guarantor’s Operating Documents and a good standing certificate of each jurisdiction in which Borrower is qualified to conduct business, each Domestic Guarantor certified by the Secretary of State of the state of such Domestic Guarantor’s formation as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate duly executed copies of Borrower with respect to the completed Borrowing Resolutions for Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to copies of the completed Borrowing Resolutions resolutions to guaranty for Borrowereach Domestic Guarantor; (f) certified copies, dated as of a recent date, of financing statement searchessearches with respect to Borrower and each Domestic Guarantor, 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; (g) the Perfection Certificate Certificates of BorrowerBorrower and each Domestic Guarantor, together with the duly executed signature original signatures thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s and each Domestic Guarantor’s counsel dated as of the Effective Date together with the duly executed pdf original signature thereto; (ji) evidence satisfactory to Bank that the insurance policies Borrower, PicoChip and endorsements required by Section 6.5 hereof are in full force and effecttheir Subsidiaries, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor taken as a whole, can demonstrate a Liquidity Ratio of Bank; andat least 1.35 to 1.00 on a Pro Forma Basis; (kj) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof; (k) timely receipt of an Effective Date Notice of Borrowing; (l) no event, circumstance, or condition of any character shall have occurred since the date of the Commitment Letter, or shall exist as of the Effective Time (as defined in the Merger Agreement) that has resulted in a Material Adverse Effect (as defined in the Merger Agreement) to Borrower, Picochip and their Subsidiaries, taken as a whole; and (m) the Specified Merger Agreement Representations and the Specified Representations shall be true, accurate, and complete in all material respects on the date of the Notice of Borrowing and on the Funding Date of the initial 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 (other than an Event of Default described in Sections 8.3 or 8.8) shall have occurred and be continuing or result from the Credit Extension. The initial Credit Extension is Borrower’s representation and warranty on that date that the Specified Merger Agreement Representations and the Specified Representations remain 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.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsWarrant; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Delaware 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; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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; (ge) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (f) a landlord’s consent in favor of Bank for 0 Xxxxx Xxxxxx Xxxxxxx, Xxxxx 00, Xxxxxxx XX 00000, by the respective landlord thereof, together with the duly executed original signatures thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where evidence that the convertible note agreement by and between Borrower maintains property with a third party, by each such third partyand Zeneca Inc., together with the duly all documents and agreements executed signatures theretoin connection therewith (including filing of a UCC-3 amendment), has been amended to remove intellectual property as secured collateral; (i) a legal opinion evidence that Borrower has received net new cash proceeds (authority and enforceability) of Borrower’s counsel dated as of on or about the Effective Date together Date) in an aggregate amount not less than Eight Million Eighty-Five Thousand Dollars ($8,085,000) from the incurrence of Subordinated Debt with the duly executed pdf signature theretoinvestors and on terms and conditions acceptable to Bank in its sole discretion; (j) a Subordination Agreement, duly executed by New Enterprise Associates 13, L.P., Zeneca, Inc., Xxxxxxx & Xxxxxxx Innovation – JJDC, Inc., Hatteras Venture Partners III, L.P., Hatteras Venture Affiliates III, L.P., Venture Capital Multiplier Fund, LP, Xxxxxxxx Xxxxxx Ventures II, L.P., FSV II, L.P., FSV II-B, L.P. and Syno Ventures Master Fund, LP; (k) 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; and (kl) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) the Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower certified by the Secretary of State of Delaware and each the applicable jurisdiction in which of Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretaryduly executed original signatures to the Secretary’s certificate of Borrower Certificate with respect to completed Borrowing Resolutions for Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) the Asahi Intercreditor Agreement by and between Asahi and Bank, together with the duly executed pdf original signatures to the completed Borrowing Resolutions for Borrowerthereto; (f) 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; (g) the Perfection Certificate Certificates of Borrower, together with the duly executed signature original signatures thereto; (h) except as to Excluded Sitesthe IP Agreement of Borrower, together with the duly executed original signatures thereto and any required schedules thereto; (i) (1) within forty-five (45) days of the Effective Date, obtain a baileelandlord’s waiver consent in favor of Bank for each the Borrower’s leased location where Borrower maintains property with a third partylocated at 000 Xxxxx Xxxxx Xxxxxx, by each such third party0xx Xxxxx, Xxxxxxxx, XX 00000, together with the duly executed signatures thereto; and (2) for each other leased location of the Borrower existing on the Effective Date with assets greater than $250,000, Borrower shall, within forty-five (45) days of the Effective Date, use commercially reasonable efforts to obtain a landlord’s consent for each such location, from each respective landlord thereof, together with the duly executed original signatures thereto; (ij) (1) within forty-five (45) days of the Effective Date, obtain a bailee’s/warehouseman’s waiver executed by Xxxxxx & Xxxxx, Inc., for the Borrower’s leased warehouse space located at 0000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxx 00000; and (2) for each other leased warehouse space of the Borrower in existence on the Effective Date with assets greater than $250,000, Borrower shall, within forty-five (45) days of the Effective Date, use commercially reasonable efforts to obtain a bailee’s/warehouseman’s waiver for each such location, from each respective bailee/warehouseman, together with the duly executed original signatures thereto; (k) the duly executed original signatures to each Guaranty, together with a Secretary’s Certificate/duly executed original signatures to the completed Borrowing Resolutions for each Guarantor; (l) a legal opinion (authority and enforceability) of Borrower’s counsel as to authority of the Borrowers and enforceability of the Loan Documents, in form and substance acceptable to Bank, in its reasonable discretion, dated as of the Effective Date together with the duly executed pdf original signature thereto; (jm) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 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 (kn) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) agreement to furnish insurance; (e) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (f) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion (or an opinion qualified only for going concern solely related to Borrower’s liquidity), company prepared consolidated balance sheets and profit and loss statements for the most recently ended month in accordance with Section 6.2, and such documentsother updated financial information as Bank may reasonably request; (g) evidence of Borrower’s receipt of not less than Fifty-Eight Million Dollars ($58,000,000) of net cash proceeds from the sale of Borrower’s equity securities on terms reasonably satisfactory to Bank; (h) current Compliance Certificate in accordance with Section 6.2; (i) a payoff letter from TriplePoint in respect of the Existing Indebtedness; (j) 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; (k) a Perfection Certificate; (l) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (m) a Bailee Waiver with respect to each third-party location where Borrower maintains any of the Collateral valued in excess of Two Hundred Fifty Thousand Dollars ($250,000); (n) an Automatic Debit Authorization; and (o) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) 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; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 Senior Loan Agreement and satisfaction Documents dated prior to or as of all conditions precedent theretothe Effective Date; (b) duly executed original signatures to the Loan DocumentsControl Agreement(s); (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Delaware Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (fe) certified 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; (gf) the Perfection Certificate Certificates of BorrowerBorrower and Guarantor, together with the duly executed signature original signatures thereto; (g) a landlord’s consent in favor of Bank for each of Borrower’s leased locations by the respective landlord thereof, together with the duly executed original signatures thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; (i) a legal opinion (authority and enforceability) the duly executed original signatures to the Ratification of Borrower’s counsel dated as of the Effective Date Guaranty, together with the duly executed pdf signature theretooriginal signatures to the completed Borrowing Resolutions for Guarantor; (j) the duly executed original signature to the Amendment to Fixed Charge Debenture; (k) 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; and (kl) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsControl Agreements; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Delaware 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; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the Secretary’s Certificate with completed Borrowing Resolutions for Borrower; (f) ; certified 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; (ge) certified 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; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a landlord’s consent in favor of Bank for each of Borrower’s leased locations by the respective landlord thereof, where Borrower maintains property valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($100,000), together with the duly executed original signatures thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($50,000) with a third party, by each such third party, together with the duly executed original signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (j) with respect to the initial Advance but not the initial Equipment Advance, the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to establishment of the Senior Loan Agreement and satisfaction of all conditions precedent theretoCash Collateral Account; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures of Borrower to the ISR Debentures and their translation to Hebrew, duly executed notices to the Israeli Registrar of Companies for the registration of the ISR Debentures and original confirmation of such translations’ compatibility, as required for the registration of the ISR Debentures; (d) an officer certificate of ISR Borrower with respect to ISR Borrower’s articles, certificate of incorporation, incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party, together with the duly executed original signatures thereto; (e) US Borrower’s Operating Documents and long-form good standing certificates of US Borrower certified by the Secretary of State (or equivalent agency) of Delaware US Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (df) a secretary’s certificate of US Borrower with respect to US Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (eg) duly executed pdf original signatures to the completed Borrowing Resolutions for each Borrower; (fh) certified copies, dated as of a recent date, of financing statement and other lien filing searches, US Companies Registry searches and Israel Companies Registrar searches, as Bank may shall 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 terminated or released, in each case with respect to each Borrower; (gi) the Perfection Certificate Certificate(s) of each Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; (ij) Intellectual Property search results and completed exhibits to the IP Agreement; (k) a legal opinion (authority and enforceability) of ISR Borrower’s counsel dated as of the Effective Date together with the duly executed pdf original signature thereto; (jl) evidence satisfactory to Bank that all filings required to have been made pursuant to the ISR Debentures and the other Loan Documents have been made to secure a first-ranking Lien in favor of the Bank on the Collateral, and all other actions required to have been taken by Borrower or any other party prior to the initial Credit Extension shall have been taken and all consents and other authorizations shall have been obtained prior to the initial Credit Extension, all in accordance with the terms of the ISR Debentures and the other Loan Documents; and that a first-ranking Liens have been registered in favor of the Bank pursuant to the ISR Debentures (m) written approval from the NATI and Investment Center with respect to the creation of the security interest by Borrower over the Collateral in favor of Bank; (n) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 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; (o) with respect to the initial Advance, a completed Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts); and (kp) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.6 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrant; (c) duly executed original signatures to the Control Agreements, if any; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Delaware 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; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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; (g) the Perfection Certificate Certificate(s) of Borrower, together with the duly executed original signature thereto; (h) except as to Excluded Sitesa landlord’s consent in favor of Bank for 0000 Xxx Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000, by the landlord thereof, together with the duly executed original signatures thereto; (i) a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third partyparty (unless such leased location contain less than Fifty Thousand Dollars ($50,000) in Borrower’s assets or property), by each such third party, together with the duly executed original signatures thereto; (ij) a legal opinion (authority and enforceability) copy of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (jk) 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; and (kl) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s 's obligation to make the initial Credit Extension 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) the duly executed original signatures to the Senior Mezzanine Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to the Control Agreements; (d) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Delaware Borrower's jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (f) duly executed original signature to a payoff letter from Eastward Fund Management, LLC ("Eastward"); (g) evidence that (i) the Liens securing Indebtedness owed by Borrower to Eastward 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; (h) certified 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 such initial Credit Extension, will be terminated or released; (gi) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (ij) a legal opinion (authority and enforceability) of Borrower’s 's counsel dated as of the Effective Date together with the duly executed pdf original signature thereto; (jk) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 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 (kl) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof.,

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) a duly executed signatures original signature to the Loan DocumentsWarrant; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Delaware 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; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of financing statement searches, as Bank may reasonably request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens Liens, or have been orbeen, or in connection with the initial Credit ExtensionExtension will be, will be terminated or released; (gf) the Perfection Certificate of executed by Borrower, together with the duly executed signature thereto; (hg) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures by Catalent Pharma Solutions, Inc. with respect to its location at 00000 Xxxxxxx Xxxx, Xxxxxxxxxxxx, XX 00000; (h) a copy of Borrower’s Registration Rights Agreement and/or Investors’ Rights Agreement and any amendments thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) evidence reasonably 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 and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (kj) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrants; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents and long-form good standing certificates of Borrower and its Domestic Subsidiaries certified by the Secretary of State (or equivalent agency) of Delaware Borrower’s and such Domestic Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) except as to Excluded Sitesa landlord’s consent in favor of Bank for Borrower’s leased location at 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000 by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; (ij) a legal opinion (authority and enforceability) copy of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature Investors’ Rights Agreement and any amendments thereto; (jk) 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; and (kl) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. BankLender’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or 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 Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments to which Borrower is a party; (b) duly executed original signatures to the Loan DocumentsWarrants; (c) duly executed original signatures to the Control Agreements relating to Borrower’s accounts at Comerica Bank, Silicon Valley Bank and UBS; (d) duly executed original Secured Promissory Notes in favor of Lender in an amount not to exceed the Term Loan; (e) Operating Documents and long-form a good standing certificates certificate of Borrower certified by the Secretary of State of the State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (ef) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (fg) 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; (gh) the Perfection Certificate a landlord’s consent with respect to each of Borrower’s leased locations, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures theretoLender; (i) a duly executed post-close agreement between Borrower and Lender; (j) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature original signatures thereto; (jk) a payoff letter from Comerica Bank in respect of the Existing Loan Agreement; (l) evidence that (i) the Liens securing Indebtedness owed by Borrower to Comerica Bank 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; (m) 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; and (kn) payment of the fees and Bank Lender’s Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Lender to make the initial 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, the following (except as Bank may reasonably deem necessary or appropriate, including, without limitation:otherwise provided): (a) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretothis Agreement; (b) duly executed signatures to the Loan Documents; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretaryan officer’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents Documents; (c) a financing statement (Form UCC-1); (d) agreement to which it is a partyfurnish insurance; (e) duly executed pdf signatures to payment of the completed Borrowing Resolutions for Borrowerfees and Lender Expenses then due specified in Section 2.5; (f) certified copiescurrent SOS Reports indicating that except for Permitted Liens, dated as there are no other security interests or Liens of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that record in 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 releasedCollateral; (g) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, company prepared consolidated and consolidating balance sheets and income statements for the Perfection Certificate of Borrowermost recently ended month in accordance with Section 6.2, together with the duly executed signature theretoand such other updated financial information as Lender may reasonably request; (h) except as to Excluded Sites, a bailee’s waiver current Compliance and Collateral Certificate in favor of Bank for each location where Borrower maintains property accordance with a third party, by each such third party, together with the duly executed signatures theretoSection 6.2; (i) a legal opinion (authority Warrant in form and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature theretosubstance satisfactory to Lender; (j) an ACH Debit Authorization Form; (k) an inventory holder’s acknowledgment agreement or a notice of security interest, as applicable covering Borrower’s Tennessee locations duly executed by each third party in possession of Borrower’s assets; (l) a landlord waiver duly executed by the landlord of each location at which Borrower leases real property including Borrower’s San Diego, California and Warren, New Jersey locations, provided that such fully executed landlord waivers may be delivered to Lender within thirty (30) days after the Closing Date; (m) evidence satisfactory to Bank Lender that the insurance policies and endorsements required Borrower received, prior to June 30, 2013, net cash proceeds in an amount equal to at least Twenty Five Million Dollars ($25,000,000); (n) a Subordination Agreement, duly executed 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 Comerica Bank; and (ko) payment such other documents or certificates, and completion of the fees and Bank Expenses then due such other matters, as specified in Section 2.3 hereofLender may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or have receiveddelivered, 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) duly executed original signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments to which it is a party; (b) duly executed original signatures to the Loan DocumentsControl Agreement(s); (c) the duly executed original Promissory Notes; (d) its Operating Documents and long-form good standing certificates (or equivalents) of Borrower certified by the Secretary of State of Delaware the State of Washington (and each jurisdiction such other states and/or jurisdictions in which Borrower is qualified to conduct do and or doing business, each if any) as of a date no earlier than thirty (30) days prior to the Effective Closing Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (f) a legal opinion of Borrower’s counsel, addressed to Lender, dated as of the Closing Date, together with the duly executed original signatures thereto; (g) certified copies, dated as of a recent 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a baileelandlord’s waiver consent executed in favor of Bank for Collateral Agent in respect of all of Borrower’s and each location where Borrower maintains property with a third partySubsidiaries’ leased locations, by each such third party, together with except the duly executed signatures theretoExcluded Location; (i) a legal opinion bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral (authority and enforceabilityexcluding Clinical Testing Assets) having a book value in excess of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature theretoOne Hundred Thousand Dollars ($100,000.00); (j) the Perfection Certificate executed by Borrower; (k) a payoff letter from Oxford in respect of the Oxford Existing Indebtedness; (l) evidence that (i) the Liens securing the Oxford 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; (m) the Vulcan Subordination Agreement, duly executed by each of the parties thereto; (n) 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; and (ko) payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or have receiveddelivered, 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 and Guarantor shall have delivered duly executed original signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party, including this Agreement, the Non-Exim Loan Agreement, the Exim Borrower Agreement (including the Economic Impact Certification, attached both as Annex B to the Exim Borrower Agreement and as Annex E to the Master Guaranty Agreement comprising the Exim Guaranty), the IP Security Agreement, the Guaranty, the Guarantor Security Agreement, the Intercompany Subordination Agreement, and one or more Control Agreements relative to all Collateral Accounts maintained with any affiliate of Bank; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (fb) certified copies, dated as of a recent date, of financing statement searchessearches with respect to each of Borrower and Guarantor, 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 will be terminated or released; (c) Borrower and Guarantor shall have delivered duly executed original signatures to one or more Control Agreements relative to all Collateral Accounts maintained with any institution (other than Bank or any affiliate of Bank), except to the extent expressly not required under Section 6.8(b); (d) Borrower and Guarantor shall have delivered: (i) its Operating Documents; and (ii) good standing certificates with respect to each Borrower and each Guarantor issued by the applicable Secretary of State (and, if separate, the state tax authority) of the jurisdiction of organization of each such Borrower or Guarantor and the applicable Secretary of State (and, if separate, the state tax authority) of the jurisdictions (other than the applicable jurisdiction of organization of such Borrower or such Guarantor) in which such Borrower’s or such Guarantor’s failure to be duly qualified or licensed would constitute a Material Adverse Change , in each case, as of a date no earlier than thirty (30) days prior to the Effective Date; provided, however, that with respect to Xybridge Technologies, Inc., a Texas corporation (which is not in good standing with the Texas Comptroller of Public Accounts as of February 20, 2009), Borrower shall deliver to Bank, no later than 60 days following the Effective Date, evidence of Xybridge Technologies, Inc.’s good standing with the Texas Comptroller of Public Accounts as of a date on or after the Effective Date; (e) Borrower shall have delivered duly executed original signatures to the completed Borrowing Resolutions for Borrower, and Guarantor shall have delivered executed original complete certified resolutions and incumbency certificate of Guarantor; (f) With respect to each Borrower and each Guarantor, Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, reflecting Bank’s financing statements filed of record with respect to Bank’s Liens, and accompanied by written evidence (including any UCC termination statements) that the Liens (other than the Bank’s Liens) indicated in any financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Each Borrower shall have delivered a separate Perfection Certificate of executed by such Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto;[reserved] (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto;[reserved] (j) Borrower shall have delivered evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 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; (k) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 Senior Loan Agreement and satisfaction of all conditions precedent theretothis Agreement; (b) duly executed original signatures to the Loan DocumentsWarrant, together with a capitalization table and copies of Borrower’s equity documents; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary Secretaries of State (or equivalent agency) of the States of Delaware and California and each other jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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 releasedLiens; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) except as to Excluded Sitesthe extent required pursuant to Section 7.2, a landlord’s consent in favor of Bank for each of Borrower’s leased locations, by the respective landlord thereof, together with the duly executed original signatures thereto provided that a landlord consent is not required for Borrower’s location at 0000 Xxxx Xxxxxx Parkway, Pleasanton, California 94566; (i) a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a value exceeding Two Million Dollars ($2,000,000) with a third party, by each such third party, together with the duly executed original signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) evidence satisfactory with respect to the initial Advance, a completed Borrowing Base Report (and any schedules related thereto and including any other information requested by 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 Bankrespect to Borrower’s Accounts); and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.7 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, executed by Borrowers; (b) an officer’s certificate of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) such UCC and other filings as Bank determines are necessary to perfect all security interests granted to Bank by Borrowers and Tenrox US; (d) intellectual property security agreements, executed by each Borrower and Tenrox US; (e) the Interest Rate Addendum, executed by Borrowers; (f) the Itemization of Amount Financed Disbursement Instructions, executed by Borrowers; (g) a Security Agreement executed by Tenrox US; (h) an Unconditional Guaranty executed by Tenrox US; (i) an Amendment to and Affirmation of Subordination Agreement executed by Xxxx X. XxXxxxxx; (j) an officer’s certificate of Tenrox US with respect to, among other things, incumbency and resolutions authorizing the execution and delivery of a guaranty, intellectual property security agreement, security agreement and related documents; (k) for (i) the location with the address 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000 and (ii) each other collateral location or warehouse location of any Borrower or Guarantor or any Collateral location not owned by any Borrower or any Guarantor where the aggregate value of Collateral at such locations is in excess of $250,000.00, a landlord subordination agreement, collateral access agreement or bailment waiver, executed by the landlord, warehouseman or bailee of such location, as applicable, together with a copy of the lease, warehouse or bailment agreement for each such location, as applicable; (l) payment of the fees and Bank Expenses then due specified in Section 2.5; (m) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (n) current financial statements and other updated financial information as Bank may reasonably request; (o) current Compliance Certificate in accordance with Section 6.2; (p) a Warrant to purchase Silverback’s stock, in form and substance satisfactory to Bank, together with a copy of (i) Silverback’s current capitalization table and (ii) Silverback’s investors current rights agreement; (q) the certificate(s) evidencing the Shares, together with an original instrument of assignment for each certificate evidencing the Shares, duly executed in blank by the applicable Borrower, except for certificate(s) evidencing Shares of Tenrox UK and the corresponding instrument(s) of assignment which shall be delivered pursuant to Section 6.12; (r) an Itemization of Amount Finance Disbursement Instructions, executed by Borrowers; (s) an Automatic Debit Authorization; and (t) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) 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; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 Senior Loan Agreement and satisfaction Documents dated as of all conditions precedent theretothe Effective Date to which it is a party; (b) duly executed original signatures to the Loan DocumentsControl Agreement(s); (c) the its Operating Documents and long-form a certificate of status (for Canadian Borrower) and a certificate of good standing certificates of Borrower (for U.S. Borrower) certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each applicable government authority as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretarySecretary’s certificate of Borrower Certificate with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (e) a payoff letter from Comerica Bank; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to Comerica Bank have been or 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; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC Code termination statements/estoppels/confirmations) 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; (gh) Personal Property Security Act estoppels/confirmations for Relational Funding, CIT Financial Ltd. and MCAP Leasing Inc.; (i) the Perfection Certificate of executed by each Borrower, together with the duly executed original signature thereto; (hj) except as to Excluded Sites, a baileelandlord’s waiver consent in favor of Bank for each location where Borrower maintains property with a third party, of Borrower’s locations executed by each such third partythe landlord thereof, together with the duly executed original signatures thereto; (ik) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature original signatures thereto; (jl) 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; (m) the completion of the Initial Audit; and (kn) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of the L/C Issuer and each Lender to make the its initial Credit Extension hereunder is subject to satisfaction of 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 limitationfollowing conditions precedent: (a) duly executed signatures Evidence satisfactory to the Senior Loan Agreement and satisfaction Arranger that a minimum of all conditions precedent thereto;$150,000,000 of net proceeds have been received by the MLP from a public offering of MLP common units representing limited partnership interests in the MLP, on terms reasonably satisfactory to the Administrative Agent. (b) duly Receipt by the Administrative Agent of executed signatures to and acknowledged counterparts of (i) the Loan Documents;Assignment of First Lien Notes, Liens and Security Interests, (ii) the Assignment of Second Lien Notes, Liens and Security Interests, and (iii) the Assignment of Third Lien Notes, Liens and Security Interests. (c) The Administrative Agent’s receipt of the Operating Documents following, each of which shall be originals or facsimiles (followed promptly by originals) and long-form good standing unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party or other Person party thereto, each dated the Closing Date (or, in the case of certificates of Borrower certified governmental officials, a recent date before the Closing Date), and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts dated as of the Closing Date of this Agreement, the MLP Guaranty, and the other Collateral Documents including, without limitation, the Collateral Documents covering all assets of each Loan Party including, without limitation, the Borrowing Base Oil and Gas Properties and related Collateral, and all other Loan Documents sufficient in number for distribution to the Administrative Agent each Lender and Borrower; (ii) Revolving Notes executed by the Secretary Borrower in favor of State of Delaware each Lender requesting a Revolving Note, each Revolving Note in a principal amount equal to such Lender’s Revolving Commitment, and each jurisdiction in which Borrower is qualified to conduct business, each Revolving Note dated as of a date no earlier than thirty (30) days prior to the Effective Closing Date; (diii) a secretary’s certificate such certificates of Borrower resolutions or other action, incumbency certificates and/or other certificates of officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it such Loan Party is a party; (eiv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly executed pdf signatures organized or formed, validly existing, and in good standing in the jurisdiction of its organization and is qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the completed Borrowing Resolutions for Borrowerconduct of its business requires such qualification; (fv) certified copies, dated as a certificate signed by a Responsible Officer of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence the Borrower certifying (including any UCC termination statementsA) that the representations and warranties contained in Article V are true and correct in all respects on and as of the Closing Date, (B) that no default or event of default had occurred and was continuing under the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement or Prior Third Lien Credit Agreement as of the Closing Date and all indebtedness thereunder, including principal, interest, fees and expenses, has been refinanced or paid and all loan commitments thereunder have terminated and all Liens indicated in any such financing statements either constitute Permitted Liens or have been released or assigned to the Administrative Agent for the benefit of the Lenders, (C) no Default or Event of Default will exist immediately after closing and the initial Credit Extension under this Agreement, (D) since December 31, 2006 there has occurred no material adverse change in (x) the business, assets, liabilities (actual or contingent), operations or financial condition of the Borrower and Guarantors, taken as a whole, or (y) any of the businesses, assets or liabilities acquired or assumed or being acquired or assumed by the Borrower, (E) that as of the Closing Date there are no environmental or legal issues affecting any Loan Party or any of the Collateral which could reasonably be expected to have a Material Adverse Effect, (F) all material governmental and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the initial Credit Extension, will be terminated or released; (g) financing contemplated by this Agreement and the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as continuing operation of the Effective Date together with the duly executed pdf signature thereto; (j) evidence satisfactory to Bank that the insurance policies Borrower and endorsements required by Section 6.5 hereof its Subsidiaries have been obtained and are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and (G) no action, suit, investigation or endorsements proceeding is pending or, to the knowledge of such Responsible Officer, threatened in favor any court or before any arbitrator or governmental authority by or against the Borrower, any Guarantor, the General Partner, or any of Bank; andtheir respective properties, that (x) could reasonably be expected to materially and adversely affect the Borrower and the Guarantors, taken as a whole, or (z) seeks to affect or pertains to any transaction contemplated hereby or the ability of the Borrower or any Guarantor to perform its obligations under the Loan Documents; (kvi) payment a Compliance Certificate of a Responsible Officer of the fees and Bank Expenses then due as Borrower using a calculation methodology approved by the Arranger demonstrating compliance with all financial covenants specified in Section 2.3 hereof.7.16 on a pro forma rolling four quarter basis for the period ending September 30, 2007 (or if unavailable for that period, for the period ending June 30, 2007); (vii) a certificate of a Responsible Officer of the Borrower (a) as to the satisfaction of all conditions specified in this Section 4.01

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 request as being necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Senior Loan Agreement and satisfaction Documents dated prior to or as of all conditions precedent theretothe Effective Date to which it is a party; (b) duly executed original signatures to the Loan DocumentsControl Agreement(s); (c) the Operating Documents and long-form good standing certificates of Borrower and each Guarantor certified by the Secretary of State (or equivalent agency) of Delaware Borrower’s and such Guarantor’s jurisdiction of organization or formation and each jurisdiction in which Borrower and each Guarantor is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of financing statement 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 either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (f) [Reserved]; (g) a fully-executed bailee’s waiver with respect to Borrower’s leased location at Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, in favor of Bank; (h) the Perfection Certificate of BorrowerBorrower and the Guarantors, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature original signatures thereto; (j) 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; and (k) payment of the fees and Bank Expenses then due and invoiced to Borrower as specified in Section 2.3 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) 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]; (d) Borrower’s and each Subsidiary’s Operating Documents and long-form a good standing certificates certificate of Borrower and each Subsidiary certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each the state of organization as of a date no earlier than thirty (30) days prior to the Effective Date; (de) a secretaryan officer’s certificate of the Borrower with respect certifying as to resolutions approved by Borrower’s Operating Documents, Board of Directors and incumbency, specimen signatures and a copy of resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for adopted by Borrower’s stockholders; (f) evidence satisfactory to Bank that Borrower and each Subsidiary has received all regulatory approvals appropriate for the operation of its business; (g) evidence satisfactory to Bank that Borrower has received from Drive Capital or its Affiliates at least $3,000,000 of proceeds from the sale or issuance of its equity or Subordinated Debt securities, and that the acquisition of Root pursuant to the Purchase Agreement has been consummated; (h) 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; (gi) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf original signature thereto; (j) an intellectual property security agreement; (k) a landlord’s consent in favor of Bank, together with the duly executed original signatures thereto; (l) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (m) the original stock certificates representing the Shares, together with appropriate transfer instruments, executed and in blank; (n) evidence satisfactory to Bank that of 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 consummation of Bankthe acquisition pursuant to the Purchase Agreement; and (ko) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) the Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower certified issued by the Secretary Registrar of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each Companies for British Columbia as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of financing statement PPSA searches, as Bank may shall request, accompanied by satisfactory written evidence (including any UCC termination statements) or subordination agreements, if applicable, that the Liens indicated in any such financing statements searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gf) the Perfection Certificate Certificates of BorrowerBorrower and Guarantor, together with the duly executed signature original signatures thereto; (g) consummation by Borrower of the Equity Event; (h) except as a landlord’s consent in favor of Bank with respect to Excluded Sites0000 Xxxx 00xx Xxxxxx, Xxxxxxxxx, X.X. X0X 0X0, by the landlord thereof, together with the duly executed original signatures thereto. Notwithstanding the foregoing, Borrower shall obtain and deliver to Bank such landlord’s consent on or prior to the date that is sixty (60) days following the Effective Date; (i) a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto. Notwithstanding the foregoing, Borrower shall obtain and deliver such bailee’s waivers on or prior to the date that is thirty (30) days following the Effective Date; (ij) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date duly executed original signatures to the Secured Guaranty Documents, together with the duly executed pdf signature theretooriginal signatures to the completed Borrowing Resolutions for Guarantor; (jk) 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; and (kl) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (cb) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of the State of Delaware and each jurisdiction in which Borrower is qualified to conduct businessSecretary of State of the State of Florida, each as of a date no earlier than thirty (30) days prior to the Effective Date; (dc) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (ed) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (fe) certified 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; (gf) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (hg) except as to Excluded Sites, a baileelandlord’s waiver consent in favor of Bank for each location where Borrower maintains property with a third partyof Borrower’s leased locations, by each such third partythe respective landlord thereof, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (jh) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 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; (i) the completion of the Initial Audit; (j) a completed Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts); and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following (except as otherwise provided): (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the Loan Documents; (c) the Pricing Addendum; (d) a financing statement (Form UCC-1); (e) agreement to furnish insurance; (f) payment of the fees and Bank Expenses then due specified in Section 2.5; (g) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (h) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such documentsother updated financial information as Bank may reasonably request; (i) current Compliance Certificate in accordance with Section 6.2; (j) a Warrant in form and substance satisfactory to Bank; (k) a Collateral Information Certificate; (l) an Automatic Loan Payment Authorization; (m) an agreement, duly executed by each third party in possession of Borrower’s assets, including but not limited to: (i) a Notice of Security Interest regarding Borrower’s inventory held with FedEx (Tennessee); (ii) an inventory holder’s acknowledgment regarding Borrower’s inventory held with Technical Transportation Inc. (Tennessee); (n) a landlord waiver duly executed by the landlord of each location at which Borrower leases real property, including but not limited to (i) a landlord waiver duly executed by the landlord (10398 Pacific Center Court, San Diego, CA), provided that such fully executed agreement may be delivered to Bank within 30 days after the Closing Date; (ii) a landlord waiver duly executed by the landlord (20 Xxxxxxxxxxxx Xxxx., 0xx Xxxxx, Xxxxxx, NJ); (o) evidence satisfactory to Bank that Borrower received, prior to June 30, 2013, net cash proceeds in an amount equal to at least Twenty Five Million Dollars ($25,000,000); (p) a Subordination Agreement, duly executed by TriplePoint Capital LLC (“TriplePoint”); and (q) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) 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; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsControl Agreements, if any; (c) the Operating Documents and long-form good standing certificates of Borrower and each Guarantor certified by the Secretary of State (or equivalent agency) of Delaware Borrower’s and guarantor’s respective jurisdiction of organization or formation and of EndoChoice certified by the Secretary of State (or equivalent agency) of the following jurisdictions: Georgia, Nevada, Tennessee, and New York, in each jurisdiction in which Borrower is qualified to conduct business, each case dated as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (e) [intentionally omitted]; (f) evidence that the Loan Agreement dated as of February 24, 2012, between Borrower and PNC Bank (formerly known as RBC Bank (USA) (the “Prior Lender”), as amended, together with all documents and agreements executed in connection therewith, shall have been terminated and all amounts thereunder shall have been paid in full; (g) evidence that (i) the Liens securing Indebtedness owed by Borrower to Prior Lender 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; (h) certified 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; (gi) the consolidated Perfection Certificate of Borrower, together with the duly executed signature original signatures thereto; (hj) except a landlord’s consent in favor of Bank for 00000 Xxxxxx Xxxx, Alpharetta, Georgia 30009 by the respective landlord thereof and each other leased location as to Excluded Sitesmay be required by Bank, together with the duly executed original signatures thereto; (k) a bailee’s waiver in favor of Bank for each location in the United States where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; (il) a legal opinion (authority and enforceability) of Borrower’s and Guarantor’s counsel dated as of the Effective Date together with the duly executed pdf original signature thereto; (jm) the duly executed original signatures to the Guaranty, together with the duly executed original signatures to the completed Borrowing Resolutions for Guarantor; (n) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 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; (o) consolidating and audited consolidated financial statements for the fiscal year ended December 31, 2012 from EndoChoice and its Subsidiaries, prepared under GAAP, consistently applied, together with an unqualified opinion on the audited financial statements from an independent certified public accounting firm reasonably acceptable to Bank; and (kp) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to delivery of the Senior Loan Agreement Second Amendment and satisfaction satisfactory completion of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Delaware Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) except as to Excluded Sitesa landlord’s consent in favor of Bank for each of Borrower’s leased locations by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) evidence reasonably 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 and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures via the Bank’s portal in DocuSign to the Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed signatures via the Bank’s portal in DocuSign to the Loan DocumentsWarrant; (c) duly executed signatures to the Control Agreements required by Section 6.6(b); (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Delaware 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; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures via the Bank’s portal in DocuSign to the completed Borrowing Resolutions for Borrower; (f) certified 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as all Indebtedness due to Excluded SitesBorrower’s officers, directors, current and former shareholders and other Lien holders, if any, is subordinated to the Obligations pursuant to a bailee’s waiver subordination agreement between such holders of Indebtedness and Bank, in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures theretoform and substance satisfactory to Bank; (i) a legal opinion (authority and enforceability) copy of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature Investors’ Rights Agreement and any amendments thereto; (j) 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; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed signatures signature to the Loan DocumentsWarrant, together with a capitalization table; (c) the Operating Documents and (i) long-form good standing certificates certificate of each of Parent Borrower and ML Plus certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business(ii) certificates of good standing/foreign qualification certified by the Secretary of State of (A) New York and (B) California, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s corporate borrowing certificate of Parent Borrower with respect to Parent Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) a limited liability company certificate of each of ML Plus with respect to such ML Plus’ Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (f) duly executed pdf signatures to the completed Borrowing Resolutions for each Borrower; (fg) certified copies, dated as of a recent date, of financing statement Lien searches (including, without limitation, UCC 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; (gh) the Perfection Certificate Certificates of each Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) Intellectual Property search results and completed exhibits to the IP Agreement; (j) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf original signature thereto; (jk) duly executed original signature to a payoff letter from Pacific Western Bank; (l) evidence that (i) the Liens securing Indebtedness owed by Borrower to Pacific Western Bank 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; (m) a subordination agreement by MLI Subdebt Facility 1 LLC, in favor of Bank, together with the duly executed original signatures thereto and copies of the underlying documents evidencing Borrower’s Indebtedness with such Person; (n) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or and endorsements in favor of Bank; and (ko) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.9 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or have receiveddelivered, 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 Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments to which it is a party; (b) a duly executed signatures original signature to the Loan DocumentsWarrant; (c) duly executed original signatures to the Account Control Agreements with SVB Securities, Wachovia Bank, N.A., and Pinnacle National Bank; (d) its Operating Documents and long-form a good standing certificates certificate of Borrower certified by the Secretary of State of the State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (f) the Subordination Agreement duly executed by Pinnacle Bank in favor of Bank; (g) the certificate or certificates for the securities included in the Pledged Collateral, accompanied by an instrument of assignment duly executed in blank by Borrower; (h) 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion with respect to the Guarantor, Motricity Deutschland GmbH; (authority and enforceabilityj) the Perfection Certificate executed by Borrower; (k) the duly executed signatures to each landlord’s consent in favor of Borrower’s counsel dated as of Bank; (1) the Effective Date duly executed original signatures to each Guaranty, together with the duly executed pdf signature completed Resolutions for each Guarantor; (m) a copy of its Investors’ Rights Agreement and any amendments thereto; (jn) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 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; (o) the successful completion of a Subsequent Financing; and (kp) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.5 hereof.

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension hereunder is subject to the condition precedent that Bank Agent shall have received, in form and substance satisfactory to BankAgent and the Lenders, such documents, and completion of such other matters, as Bank Agent may have reasonably deem necessary or appropriaterequested, including, without limitation: (a) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed signatures to the Loan DocumentsWarrants, together with a capitalization table; (c) stock power forms (5 originals) executed by Borrower with respect to the Securities Corp. and delivery of stock certificates evidencing ownership interest in the Securities Corp.; (d) the Operating Documents and (i) a long-form good standing certificates certificate of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which (ii) a good standing/foreign qualification certificate of Borrower is qualified to conduct businesscertified by the Secretary of State (or equivalent agency) of Massachusetts, each dated as of a date no earlier than thirty (30) days prior to the Effective Date; (de) a secretary’s corporate borrowing certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a partyDocuments; (ef) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (fg) a subordination agreement by SHIONOGI & CO., LTD. in favor of Agent and the Lenders, together with the duly executed original signatures thereto and copies of the underlying documents evidencing Borrower’s Indebtedness with such Person; (h) certified copies, dated as of a recent date, of financing statement Lien searches (including without limitation, UCC searches), as Bank Agent may request, accompanied by written evidence (including any UCC termination statementsstatements and other Lien releases) 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 ExtensionExtension hereunder, will be terminated or released; (gi) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (ij) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date Date, together with the duly executed pdf signature thereto; (jk) evidence satisfactory to Bank Agent 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 BankAgent; (l) evidence satisfactory to Agent that Borrower has received, on or after the Effective Date, at least One Hundred Million Dollars ($100,000,000.00) in net proceeds from the sale of Borrower’s Series D equity securities to investors acceptable to Agent in its sole discretion; and (km) payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (cb) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Delaware 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; (dc) a secretary’s certificate of US Borrower with respect to BorrowerUS Xxxxxxxx’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (ed) duly executed pdf signatures an officer’s certificate of Canadian Borrower with respect to its articles of incorporation and notice of articles, shareholders’ agreement (or equivalent), incumbency and resolutions authorizing the completed Borrowing Resolutions for Borrowerexecution and delivery of this Agreement and the other Loan Documents; (fe) certified copies, dated as of a recent date, of financing statement statement, UCC, PPSA and Bank Act searches, as Bank may request, accompanied by written evidence (including any PPSA/UCC termination statementsstatements and PPSA confirmations/estoppels/terminations) 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (if) a legal opinion (authority of Xxxxxxxx’s Canadian counsel, in form and enforceability) of Borrower’s counsel substance acceptable to Bank, dated as of the Effective Date together with the duly executed pdf original signature thereto; (jg) the Perfection Certificate of Xxxxxxxx, together with the duly executed original signature thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 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; (i) with respect to the initial Advance, a completed Borrowing Base Statement (and any schedules related thereto and including any other information requested by Bank with respect to Xxxxxxxx’s Accounts); and (kj) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.6 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make On or before the initial Credit Extension Debtor shall deliver, or ensure delivery of, the following to Secured Party: (A) a counterpart of this Agreement; (B) a Note evidencing the initial Credit Extension; (C) the Security Transfer Agreement, dated as of even date herewith, between Debtor and Secured Party (as it may be amended, restated, supplemented or otherwise modified from time to time, the "German Security Agreement"); (D) the Chattel Mortgage, dated as of even date herewith, between Debtor and Secured Party (as it may be amended, restated, supplemented or otherwise modified from time to time, the "UK Security Agreement"); (E) the Warrant to Purchase 200,000 Shares of Series A Preferred Stock, dated March 5, 2007, made by Debtor in favor of Secured Party (as it may be amended, restated, supplemented or otherwise modified from time to time, the "Warrant"); (F) a certificate of the Secretary of Debtor, the form of which is subject attached hereto as Exhibit B (the "Secretary's Certificate"), providing verification of incumbency and attaching Debtor's board resolutions approving the transactions contemplated by this Agreement and the other Debt Documents and Debtor's governing documents; (G) collateral assignments, as Secured Party shall request in its reasonable discretion; (H) certificates of insurance evidencing the insurance coverage required pursuant to Section 5 below; (I) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens on the condition precedent that Bank Collateral, other than Permitted Liens (as defined below), as Secured Party shall have receivedrequest in its reasonable discretion; (J) a certificate of good standing of Debtor as of a date acceptable to Secured Party from the jurisdiction of Debtor's organization; (K) the Subordination and Waiver Agreement among MGlas AG, Debtor and Secured Party, the Deed of Subordination and Waiver among Patheon UK Limited, the Debtor and the Secured Party, the Deed of Subordination and Waiver among Bespak Europe Limited, the Debtor and the Secured Party, and the Deed of Subordination and Waiver among Xxxxxx Xxxxxxxx Limited, the Debtor and the Secured Party, each dated on or about the date hereof (as each may be amended, restated, supplemented or otherwise modified from time to time, collectively, the "Initial Landlord Consents"); (L) legal opinions of counsel for Debtor located in the United States, England and Germany, each in form and substance reasonably satisfactory to BankSecured Party; (M) one or more schedules of equipment and personal property related thereto listing in detail sufficient to specifically identify the Collateral and its location (as each may be amended, restated, supplemented or otherwise modified from time to time the "Collateral Schedules"), which Collateral Schedules shall be annexed to and made a part hereof, the UK Security Agreement and/or the German Security Agreement and the respective Initial Landlord Consents, as applicable; (N) UCC financing statements (and to the extent any such Collateral is to be located in a country other than the United States, such other documents, forms and completion of schedules necessary to perfect Secured Party's interest in such other mattersjurisdiction in the Collateral) in the correct form for filing in the necessary filing office; and (O) all other documents, agreements, opinions, filings and instruments as Bank Secured Party may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures appropriate to effectuate the Senior Loan Agreement intent and satisfaction of all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery purpose of this Agreement (together with this Agreement, Note, the German Security Agreement, the UK Security Agreement, the Warrant, the Initial Landlord Consents, Landlord Consents, the Collateral Schedules and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searchesSecretary's Certificate, as Bank each may requestbe amended, accompanied by written evidence (including any UCC termination statements) that restated, supplemented or otherwise modified from time to time, collectively, 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) 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; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof"Debt Documents").

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension a Term Loan is subject to the condition precedent that Bank Collateral Agent shall consent to or shall have received, in form and substance satisfactory to BankCollateral Agent, such documents, and completion of such other matters, as Bank Collateral Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments to which Borrower is a party; (b) duly executed original signatures to the Loan DocumentsControl Agreements with Wachovia Bank and Capital Advisors Group/State Street Bank (collectively, the “Borrower’s Account Banks”); (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage in amounts not to exceed the Term Loans; (d) the Operating Documents of Borrower and long-form good standing certificates of Borrower certified by the Secretary of State of the State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (de) good standing certificates certified by the Secretary of State of the State of New Jersey as of a secretary’s certificate of date no earlier than thirty (30) days prior to the Effective Date to the effect that Borrower with respect is qualified to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a partytransact business in such State; (ef) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (fg) Collateral Agent shall have received certified copies, dated as of a recent 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a baileelandlord’s waiver consent executed in favor of Bank for Collateral Agent in respect of each location where Borrower maintains property with a third partyof Borrower’s facilities located in South Plainfield, by each such third party, together with the duly executed signatures theretoNew Jersey; (i) a bailee’s consent executed in favor of Collateral Agent in respect of Borrower’s property located in the facilities of Borrower’s vendor, Xxxxxx International, in Xxxxxxxx County, Cincinnati, Ohio; (j) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature original signatures thereto; (jk) evidence satisfactory to Bank Collateral Agent 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; and (kl) payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.3 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (cb) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Delaware 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; (dc) a secretary’s certificate of US Borrower with respect to US Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (ed) duly executed pdf signatures an officer’s certificate of Canadian Borrower with respect to its articles of incorporation and notice of articles, shareholders’ agreement (or equivalent), incumbency and resolutions authorizing the completed Borrowing Resolutions for Borrowerexecution and delivery of this Agreement and the other Loan Documents; (fe) certified copies, dated as of a recent date, of financing statement statement, UCC, PPSA and Bank Act searches, as Bank may request, accompanied by written evidence (including any PPSA/UCC termination statementsstatements and PPSA confirmations/estoppels/terminations) 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; (f) a legal opinion of Borrower’s Canadian counsel, in form and substance acceptable to Bank, dated as of the Effective Date together with the duly executed original signature thereto; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 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; (i) with respect to the initial Advance, a completed Borrowing Base Statement (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts); and (kj) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.6 hereof.

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Collateral Agent and each Lender 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) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrants; (c) duly executed original signatures to the Control Agreements; (d) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (e) the (i) Operating Documents of Borrower and its Subsidiaries and (ii) long-form good standing certificates (A) of Borrower certified by the Secretary of State of Delaware Borrower’s jurisdiction of organization or formation and (B) of its Subsidiaries certified by the Secretary of State or equivalent agency, if any, of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and (C) 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; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (ef) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (fg) duly executed original signature to a payoff letter from Pacific Western Bank; (h) evidence that (i) the Liens securing Indebtedness owed by Borrower to Pacific Western Bank 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; (i) certified copies, dated as of a recent date, of financing statement searches, as Bank Collateral Agent 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; (gj) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hk) except as to Excluded Sites, a bailee’s waiver in favor of Bank Collateral Agent for each location (other than tooling locations, clinical trial locations and contract manufacturing locations) where Borrower maintains property property, having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), with a third party, by each such third party, together with the duly executed original signatures thereto; (il) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf original signature thereto; (jm) evidence satisfactory to Bank that the insurance policies a copy of Borrower’s Registration Rights Agreement, Investors’ Rights Agreement, 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 Bankany amendments thereto; and (kn) payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsWarrant; (c) duly executed signatures to the Control Agreement, if any; (d) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each other jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) duly executed signatures to the completed Borrowing Resolutions for Guarantor; (g) certified 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; (gh) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (hi) except as the duly executed signatures to Excluded Sites, the Guaranty; (j) duly executed signatures to the Stock Pledge Agreement; (k) stock power forms (5 originals) executed by Guarantor with respect to its capital stock of ProgramCo and delivery of original stock certificates evidencing ownership interest in ProgramCo; (l) stock power forms (5 originals) executed by Borrower with respect to its capital stock of Securities Corp. and delivery of stock certificates evidencing ownership interest in Securities Corp.; (m) a baileelandlord’s waiver consent in favor of Bank for each Borrower’s leased location where Borrower maintains property with a third partyat 000 Xxxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000, by each such third partythe respective landlord thereof, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) 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; and (kn) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to any Control Agreement(s) required under this Agreement; (c) the Borrower’s Operating Documents and Documents, a long-form good standing certificates current status certificate of Borrower certified by the Secretary of State of Delaware the State of Oregon, and each jurisdiction in which a certificate of foreign qualification of Borrower is qualified to conduct businesscertified by the Secretary of State of the State of California, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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; (g) evidence satisfactory to Bank that (i) the Lien on the assets of Visicon Technologies, Inc., in favor of Xxx Xxxxx, Xxxxx Xxxxx, and Xxxxxx X. and Xxxxx X. Xxxxxx, and (ii) the Lien on the assets of Borrower in favor of Pearl Beta Funding, LLC, have each been terminated or released; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hi) except as a landlord’s consent in favor of Bank with respect to Excluded SitesBorrower’s leased locations at 13900 and 00000 XX Xxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxx 00000, by ESI Leasing, LLC, together with the duly executed original signatures thereto; (j) a bailee’s waiver in favor of Bank for each location where Borrower maintains with respect to Borrower’s property with a third partymaintained at 000 Xxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx 00000, by each such third partyHigh Tech Crating, Inc., together with the duly executed original signatures thereto; (ik) a legal opinion (authority duly executed original signatures to amendments to and enforceability) of Borrower’s counsel dated as ratifications of the Effective Date together with the duly executed pdf signature theretoStock Pledge Agreements; (jl) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 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 (km) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrowers shall consent to or have receiveddelivered, 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 Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments to which it is a party; (b) duly executed original signatures to the Loan DocumentsIP Security Agreements from Borrowers and Guarantor; (c) duly executed original signatures to the Control Agreements; (d) for each Borrower and Guarantor their Operating Documents and long-form certified good standing certificates of Borrower certified by the Secretary of State of Delaware and from each jurisdiction in which a Borrower is qualified to conduct business, each or Guarantor transacts business as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrowereach Borrower and Guarantor; (f) 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 be, terminated or released; (g) the Perfection Certificate of Borrower, together with the duly Certificates executed signature theretoby each Borrower and Guarantor; (h) except as to Excluded Sites, a bailee’s waiver duly executed bailee agreements in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures theretoBank; (i) a legal opinion (authority and enforceability) of Borrower’s Borrowers’ Cayman Island counsel dated as on or before the date of the Effective Date initial Credit Extension together with the duly executed pdf signature original signatures thereto; (j) the duly executed original signatures to the Guaranty; (k) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 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; (l) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; (m) [Reserved]; (n) certified copies of each Borrowers’ register of mortgages and charges; (o) a share charge agreement in form and substance satisfactory to Bank, executed by SPIL and charging to Bank a security interest in 100% of the issued shares in the capital of SPIL China; (p) a share charge agreement in form and substance satisfactory to Bank, executed by Parent and charging to Bank a security interest in 100% of the issued shares in the capital of SPIL; (q) executed Officer’s Certificates from each Borrower and Guarantor in the form attached hereto as Exhibit D; and (kr) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension hereunder is subject to the condition precedent that Bank Agent shall have received, in form and substance satisfactory to BankAgent and the Lenders, such documents, and completion of such other matters, as Bank Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (cb) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Delaware Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business and has a material presence or conducts a material portion of its business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (dc) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (ed) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of financing statement Lien searches (including without limitation, UCC searches), as Bank Agent may request, accompanied by written evidence (including any UCC termination statementsstatements and other Lien releases) 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 ExtensionExtension hereunder, will be terminated or released; (f) a final execution version of the Contura Sale and Purchase Agreement and any other documents entered into by Borrower or Axonics UK in connection therewith; (g) the Perfection Certificate of Borrower, together with the duly executed signature signatures thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date Date, together with the duly executed pdf signature thereto; (j) 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; and (ki) payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Term Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (ci) the Operating Documents and a long-form good standing certificates certificate of each Borrower certified by the Secretary of State of Delaware and each jurisdiction in which (ii) a certificate of good standing/foreign qualification of Borrower is qualified to conduct businesscertified by the Secretary of the Commonwealth of Massachusetts, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of each Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for each Borrower; (f) certified 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; (g) the duly executed Perfection Certificate of each Borrower; (h) a legal opinion of Borrower’s counsel dated as of the Effective Date in form and substance satisfactory to Bank, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 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) with respect to the initial Advance only, the completion of the Initial Audit; (k) with respect to the initial Advance, a completed Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) and each of the items listed in Section 6.2(b); (l) evidence that the Initial Equity Financing has occurred; and (km) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The Lenders’ obligation to make the initial Credit Extension is subject to the condition precedent that Bank Agent shall have received, in form and substance satisfactory to BankAgent, such documents, and completion of such other matters, as Bank Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments to which it is a party; (b) duly Duly executed original signatures by each Lender to the each Loan DocumentsDocument to which it is a party; (c) Duly executed original signatures to the Control Agreements; (d) Borrower, Gain Holdings, LLC, Gain Capital Group, Inc. and Gain Capital, Inc. shall have delivered their Operating Documents and long-form good standing certificates certificate of Borrower Borrower, Gain Holdings, LLC, Gain Capital Group, Inc. and Gain Capital, Inc. certified by the Secretary of State of the State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (de) a secretary’s certificate of Duly executed Guaranty by Guarantor; (f) Duly executed Pledge Agreement by Borrower (with respect to Borrower’s Operating Documentsmembership interest in Gain Holdings, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a partyLLC); (eg) duly Duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (fh) Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank may 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures theretoany other searches that either Lender may require; (i) Borrower shall have delivered a solvency certificate in favor of Lenders in form and substance acceptable to Lenders; (j) Borrower shall have delivered a legal opinion (authority and enforceability) of Borrower’s and Guarantor’s counsel dated as of the Effective Date together with the duly executed pdf signature original signatures thereto; (jk) evidence satisfactory Solvency opinion, from an independent issuer acceptable to Bank Lenders and their sole and absolute discretion; (l) Evidence that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together Capitalization Event has occurred or will occur with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor funding of BankCredit Extension; and (km) payment of Borrower shall have paid the fees and Bank Lenders’ Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of each Lender to make the its initial Credit Extension hereunder is subject to satisfaction (or waiver) of 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 limitationfollowing conditions precedent: (a) duly The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or pdf electronic copies (followed promptly by originals) unless otherwise specified, each properly executed signatures by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Senior Loan Agreement and satisfaction Administrative Agent: (i) executed counterparts of all conditions precedent theretothis Agreement; (bii) executed counterparts of each Guaranty; (iii) a Note executed by the relevant Borrower in favor of each Lender requesting a Note, if any; (iv) the Closing Date Security Agreements, duly executed signatures by each of the relevant Loan Parties, together with, if applicable: (A) certificates representing the Pledged Equity referred to therein, accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the Pledged Debt, if any, indorsed in blank, and (B) copies of all searches with respect to the Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence reasonably satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.01 or have been or contemporaneously will be released or terminated or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent, and all proper financing statements, duly prepared for filing under the Uniform Commercial Code or other applicable Law in all jurisdictions necessary in order to perfect (if and to the extent required to be perfected under the Security Agreement) and protect the Liens created under the Closing Date Security Agreements, covering the Collateral of the relevant Borrower described in the relevant Closing Date Security Agreement; (v) a certificate substantially in the form of Exhibit Q attesting to the Solvency of the Loan Parties and their Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transactions, from the Chief Financial Officer (or another Responsible Officer) of the BV Borrower; (vi) [intentionally omitted] (vii) [intentionally omitted]; (viii) evidence that all insurance (including without limitation title insurance) required to be maintained pursuant to the Loan DocumentsDocuments has been obtained and is in effect and that the Administrative Agent has been named as loss payee under each property insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; (cix) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior Request for Credit Extension relating to the Effective Dateinitial Credit Extensions in accordance with the requirements hereof; (dx) an opinion of each of (A) Xxxxxxxx & Xxxxx LLP, special counsel to the Loan Parties, (B) Loyens Loeff N.V., Dutch counsel to the Loan Parties and (C) Van Doorne N.V., Dutch counsel to the Administrative Agent, each addressed to each Agent and each Lender and each in form and substance reasonably satisfactory to the Administrative Agent; (xi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (xii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer of such Loan Party authorized to act as a secretary’s certificate of Borrower Responsible Officer in connection with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it such Loan Party is a party;; and (xiii) certified copies of each of the Senior Note Documents, each in form and substance reasonably satisfactory to the Administrative Agent and each duly executed by the parties thereto, which shall be in full force and effective in accordance with their respective terms as of the Closing Date. (b) [Intentionally omitted] (c) The representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of the Closing Date. (d) [Intentionally omitted] (e) duly executed pdf signatures to No Default shall exist, or would result from such proposed initial Credit Extension or from the completed Borrowing Resolutions for Borrower;application of the proceeds therefrom. (f) certified 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;[Intentionally omitted] (g) All fees and expenses required to be paid on or before the Perfection Certificate of Borrower, together Closing Date and invoiced (with reasonably supporting documentation) and delivered to the duly executed signature thereto;Borrowers before the Closing Date shall have been paid in full in cash. (h) except as The Administrative Agent shall have received all documentation and other information requested at least 5 Business Days prior to Excluded Sites, a bailee’s waiver in favor of Bank for the Closing Date with respect to each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements Loan Party required by Section 6.5 hereof are in full force regulatory authorities under applicable “know your customer” and effectanti-money laundering rules and regulations, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and (k) payment of including without limitation, the fees and Bank Expenses then due as specified in Section 2.3 hereofPatriot Act.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsControl Agreement(s); (c) the Operating Documents and long-long form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Delaware Delaware, New Jersey, Massachusetts, Georgia and each jurisdiction in which Borrower is qualified to conduct businessCalifornia, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (e) payoff letter from PNC; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to PNC 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; (g) certified 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; (gh) Intellectual Property search results and completed exhibits to the IP Agreement; (i) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hj) except as to Excluded Sites, a baileelandlord’s waiver consent in favor of Bank for each Borrower’s leased location where Borrower maintains property with a third partyat 000 Xxxxx Xxxxxx Xxxx, Xxxxxx, New Jersey 07059 by each such third partythe landlord thereof, together with the duly executed signatures original signature thereto; (ik) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf original signature thereto; (jl) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 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; (m) completion of the Initial Audit; and (kn) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control Agreements, as necessary; (c) the Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct businessthe State of Delaware, together with any applicable certificates of foreign qualification, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the Assistant Secretary’s Certificate with completed Borrowing Resolutions for Borrower; (fe) 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; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a landlord’s consent in favor of Bank for such of Borrower’s leased locations as Bank may require, if any, by the respective landlord thereof, together with the duly executed original signatures thereto; (h) except as to Excluded Sites, a baileebailee’s/warehouseman’s waiver executed by each bailee, if any, of Borrower as required by Bank, in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures theretoBank; (i) a legal opinion (authority and enforceability) of Borrower’s counsel counsel, in form and substance acceptable to Bank, in its reasonable discretion, dated as of the Effective Date together with the duly executed pdf original signature thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 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 (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 appropriatehave requested, including, without limitation: (a) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsWarrant; (c) duly executed signatures to the Control Agreement among Bank, U.S. Bank National Association, and Aclaris; (d) the Operating Documents and long-form good standing certificates of Borrower (i) Aclaris certified by the Secretary of State of Delaware and each jurisdiction in which Borrower the Department of State of the Commonwealth of Pennsylvania that Aclaris is qualified to conduct businessbusiness in such jurisdictions, and (ii) Confluence certified by the Secretary of State of Delaware and the Secretary of State of Missouri that Confluence is qualified to conduct business in such jurisdiction, in each case, each as of a date no earlier than thirty (30) days prior to the Effective Date; (de) a secretary’s corporate borrowing certificate of each Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a partyDocuments; (ef) duly executed pdf signatures to the completed Borrowing Resolutions for each Borrower; (fg) certified 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; (gh) the Perfection Certificate of each Borrower, together with the duly executed signature thereto; (hi) except as to Excluded Sites, a baileelandlord’s waiver consent in favor of Bank for each location where Borrower maintains property with a third party000 Xxx Xxxx, Suite 200, Wayne, Pennsylvania 19087 by each such third partythe respective landlord thereof, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) evidence reasonably 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; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.3(c) hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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) the Senior Loan Agreement and satisfaction of all documents required in connection therewith and all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Delaware Delaware, Connecticut and each jurisdiction in which Borrower is qualified to conduct businessTexas, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (fe) certified 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; (f) duly executed original signatures to each Warrant, together with copies of Borrower’s equity documents and a capitalization table of Borrower; (g) intellectual property search results and completed exhibits to the IP Agreement; thereto; (h) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto;original signature (i) a legal opinion (authority and enforceability) of Borrower’s in-house counsel dated as of the Effective Date together with the duly executed pdf original signature thereto; (j) evidence acceptable to Bank in its sole discretion that all conditions to the Permitted Merger have occurred (other than the payment of the portion of the purchase price that is being funded with Credit Extensions of Bank) and that the Permitted Merger will close contemporaneously with the making of the initial Credit Extension, together with copies of the documents in connection with the Permitted Merger; (k) logo consent form; (l) 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; and (km) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 Senior Loan Agreement and satisfaction of all conditions precedent theretothis Agreement; (b) duly executed original signatures to the Loan DocumentsSecond Warrant; (c) duly executed original signatures to the Control Agreement; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Delaware 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; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly evidence that the Credit Agreement dated as of December 31, 2010, between Borrower and MMV Finance Inc., together with all documents and agreements executed pdf signatures to the completed Borrowing Resolutions for Borrowerin connection therewith, shall have been terminated and all amounts thereunder shall have been paid in full; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to MMV Finance Inc. 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; (g) certified 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; (gh) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as the completion of the Effective Date together Initial Audit with the duly executed pdf signature theretoresults satisfactory to Bank in its sole and absolute discretion; (j) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (k) evidence reasonably 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 and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (kl) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 appropriaterequest, including, without limitation: (a) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed signatures to the Loan Documents; (c) the Operating Documents of Borrower and long-form good standing certificates of Borrower certified by the Secretary of State of the State of Delaware and each jurisdiction the Secretary of State (or equivalent agency) of certain other jurisdictions in which Borrower Parent is qualified to conduct business, as follows: Commonwealth of Massachusetts, Commonwealth of Pennsylvania, State of North Carolina and State of California, in each case as of a date no earlier than thirty (30) days prior to the Effective Date; (dc) certificate duly executed by a secretary’s certificate Responsible Officer or secretary of Borrower with respect to BorrowerBxxxxxxx’s (i) Operating Documents, incumbency, specimen signatures Documents and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party(ii) Borrowing Resolutions; (d) dxxx executed payoff letter from Signature Bank; (e) duly executed pdf signatures evidence that (i) the Liens securing Indebtedness owed by Borrower to Signature Bank will be terminated and (ii) the completed Borrowing Resolutions for Borrowerdocuments 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; (f) certified copies, dated as of a recent date, of searches for financing statement searches, as Bank may requestfiled in the central filing office of the State of Delaware, 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; (g) the duly executed Perfection Certificate of Borrower, together with the duly executed signature theretoBxxxxxxx; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto[Reserved]; (i) a legal opinion (authority and enforceability) of BorrowerBxxxxxxx’s counsel dated as of the Effective Date together with the duly executed pdf signature theretoDate; (ji) evidence satisfactory to Bank that a duly executed cash pledge agreement on Bank’s standard form and (ii) 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 opening of Bankthe Pledged Account; (k) [Reserved]; and (kl) payment of the fees and Bank Expenses then due as specified in Section 2.3 1.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsControl Agreements, if any; (c) the Operating Documents and long-form good standing certificates or certificate of status, as applicable, of Borrower certified by the Secretary of State (or equivalent agency) of Delaware Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (fe) certified 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; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a landlord’s consent in favor of Bank for 0 Xxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000, by the landlord thereof, together with the duly executed original signatures thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property in excess of $100,000 with a third partyparty (as/if required by Bank), by each such third party, together with the duly executed original signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto[Reserved]; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 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 (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension a Term Loan is subject to the condition precedent that Bank Collateral Agent and each Lender 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) duly executed signatures to the Senior Revolving Line Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (c) duly executed original signatures to the Warrant; (d) to the extent requested, duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan A Commitment Percentage; (i) the Operating Documents and a long-form good standing certificates certificate of each Borrower certified by the Secretary of State of Delaware and (ii) a certificate of good standing/foreign qualification of each jurisdiction in which Borrower is qualified to conduct businesscertified by the Secretary of the Commonwealth of Massachusetts, each as of a date no earlier than thirty (30) days prior to the Effective Date; (df) a secretary’s certificate of each Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (eg) duly executed pdf signatures to the completed Borrowing Resolutions for each Borrower; (fh) certified copies, dated as of a recent date, of financing statement searches, as Bank Collateral Agent and Lenders 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; (gi) the duly executed Perfection Certificate of each Borrower; (j) a legal opinion of Borrower’s counsel dated as of the Effective Date in form and substance satisfactory to the Lenders, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (jk) evidence satisfactory to Bank Collateral Agent and the Lenders 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 BankCollateral Agent; (l) evidence that the Initial Equity Financing has occurred; and (km) payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.3 2.5 hereof.

Conditions Precedent to Initial Credit Extension. BankHSBC’s obligation to make Loans and issuances of Letters of Credit available on the initial Credit Extension Closing Date is subject to the condition precedent that Bank HSBC shall have received, in form and substance satisfactory to BankHSBC in its sole discretion, such documents, and completion of such other matters, as Bank HSBC may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control Agreement(s); (c) a certificate, signed by a Responsible Officer of Borrower, on the Operating Documents Closing Date (i) stating that no Default or Event of Default has occurred and long-form good standing certificates of Borrower certified by is continuing or would exist after giving effect to the Secretary of State of Delaware transactions contemplated hereby, (ii) stating that the representations and each jurisdiction warranties contained in which Borrower is qualified to conduct business, each Sections 3.1 and 3.2 are true and correct in all material respects as of a such date no earlier than thirty and (30iii) days prior to the Effective Datecertifying any other factual matters as may be reasonably requested by HSBC; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documentseach Credit Party, incumbencydated the Closing Date and executed by its Secretary or Assistant Secretary, specimen signatures and which shall (i) certify the resolutions of its Board of Directors, members or other body authorizing the execution execution, delivery and delivery performance of this Agreement and the other Loan Documents to which it is a party, (ii) identify by name and title and bear the signatures of the Responsible Officers and any other officers of such Credit Party authorized to sign the Loan Documents to which it is a party, (iii) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Credit Party certified by the relevant authority of the jurisdiction of organization of such Credit Party and a true and correct copy of its bylaws or operating, management or partnership agreement and (iv) contain a long form good standing certificate for each Credit Party from its jurisdiction of organization and any jurisdiction where such Credit Party’s ownership, lease or operation of properties or the conduct of its business requires such qualification or license, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Change; (e) a solvency certificate, signed by the Chief Financial Officer of Borrower, certifying that each Credit Party’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities; no Credit Party is left with unreasonably small capital after the transactions in this Agreement; and each Credit Party is able to pay its debts (including trade debts) as they mature. (f) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrowereach Credit Party; (fg) duly executed original signature to a payoff letter from Citibank N.A.; (h) each document (including any UCC financing statements) required by the Security Agreement, the Control Agreements, under law or reasonably requested by HSBC to be filed, registered or recorded to create in favor of HSBC, a perfected Lien on the Collateral described therein, prior and superior in right and priority to any Lien in the Collateral held by any other Person, or, evidence as applicable, that such is in proper form for filing, registration or recordation; (i) evidence that (i) the Liens securing Indebtedness owed by Borrower to Citibank N.A. will be terminated prior to or concurrent with the initial availability of the Loans and issuance of Letters of Credit 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 availability of the Loans and issuance of Letters of Credit, be terminated, other than in each case, in connection with letters of credit cash collateralized at Citibank N.A. (j) certified copies, dated as of a recent date, of financing statement bankruptcy, judgment and lien searches, as Bank may HSBC shall request, accompanied by written evidence (including any UCC termination statements) that the Liens and judgments indicated in any such financing statements search results either constitute Permitted Liens or have been or, in connection with the initial Credit Extensionavailability of the Loans and issuance of Letters of Credit, will be terminated or released; (gk) the Perfection Certificate of Borrowercovering Borrower and its Subsidiaries, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; (il) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Closing Date together with the duly executed pdf original signature thereto; (jm) evidence satisfactory to Bank HSBC 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; andHSBC; (kn) payment of the fees and Bank HSBC Expenses then due as specified in Section 2.3 2.4 hereof (o) all documentation and other information with respect to the Credit Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (p) HSBC shall have received (i) the certificates representing the shares of capital stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof. HSBC shall notify Borrower of the Closing Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of HSBC to make Loans and to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied.

Conditions Precedent to Initial Credit Extension. BankLender’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank each 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 Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments to which it is a party; (b) duly executed signatures to the Loan DocumentsReserved; (c) the its Operating Documents and long-form good standing certificates (or equivalents) of Borrower certified by the Secretary of State of the State of Delaware (with respect to Parent) and each jurisdiction Nevada (and such other states and/or jurisdictions in which each Borrower 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 secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for each Borrower; (e) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, duly executed by the pledgor in blank; (f) Reserved; (g) Reserved; (h) a legal opinion of Borrowers’ counsel, addressed to Lender, dated as of the Closing Date, together with the duly executed original signatures thereto; (i) 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; (gj) the Perfection Certificate of executed by Parent, with respect to each Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (jk) 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; and (kl) payment of the fees and Bank Lender Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension under this Agreement is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, each of the following: (a) this Agreement, duly executed and delivered by Borrower; (b) the Guaranty Agreement, the Security Agreement and the Pledge Agreement, each duly executed and delivered by each of Borrower and its Subsidiaries; (c) the English Charge Over Shares, duly executed and delivered by Borrower; and the English Deed of Guarantee and Indemnity and the English Debenture, each duly executed and delivered by the UK Subsidiary; (d) evidence satisfactory to Bank that Borrower and its Restricted Subsidiaries have taken all such documentssteps as shall be required by Bank to implement the lock box arrangements described in Section 4.3, and that Borrower and its Restricted Subsidiaries have, except as otherwise expressly permitted by Bank, duly and properly complied with the provisions set forth in Section 4.3. (e) with respect to each Restricted Deposit Account, a Deposit Account Control Agreement, each in form and substance reasonably satisfactory to Bank, duly executed and delivered by the Person or Persons with which such Restricted Deposit Account is held and maintained; (f) an officer's certificate of Borrower with respect to its Governing Documents and with respect to incumbency and resolutions authorizing the execution, delivery and performance by Borrower of this Agreement and each of the other Loan Documents to which the Borrower is or is to become a party, all as contemplated hereby; (g) an officer's certificate of each Subsidiary of Borrower with respect to its Governing Documents and with respect to incumbency and resolutions authorizing the execution, delivery and performance by such Subsidiary of each of the Loan Documents to which such Subsidiary is or is to become a party, all as contemplated hereby; (h) financing statements (Form UCC-1) from each of Borrower and its Subsidiaries; (i) each of the Treasury Management Service Agreement, the Agreement to Provide Insurance, and the Automatic Debit Authorization, each duly executed and delivered by Borrower and the Restricted Subsidiaries; (j) payment of the fees and Bank Expenses then due specified in Section 2.7; (k) current SOS Reports indicating that, except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (l) an audit of the Collateral, the results of which shall be satisfactory to Bank; (m) current financial statements of Borrower and its Subsidiaries, including audited statements for Borrower's most recently ended fiscal year, together with an unqualified opinion, in accordance with Section 6.2; (n) the Common Stock Purchase Warrant, duly executed and delivered by Borrower; (o) the Equipment Lien Subordination Agreement, duly executed and delivered by Borrower and each of the Person or Persons holding all or any part of the GECC Debt; (p) the legal opinion, dated the Closing Date and addressed to Bank, from special counsel to Borrower, in or substantially in the form of Exhibit T, and otherwise in form and substance satisfactory to Bank; (q) the Closing Date Certificate, in or substantially in the form of Exhibit S, duly executed and delivered by Borrower; and (r) such other agreements, instruments and documents or certificates (including, without limitation, certificates of legal existence and good standing), and completion of such other matters, as Bank in its discretion may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) 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; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (b) an original duly executed Warrant in the form mutually agreed to by Bank and Borrower, granting Bank the right to purchase Preferred Stock of Borrower equal (i) to two and one-half of one percent (2.5%) multiplied by the aggregate amount of the Growth Capital Advances, divided by (ii) the applicable Warrant Price (as defined in the Warrant, and as elected by Bank pursuant to the terms of the Warrant); and (c) duly executed original signatures to the Control Agreement; (d) Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower certified by the Secretary of State of the State(s) of Delaware and each jurisdiction in which Borrower is qualified to conduct businessCalifornia, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the Secretary’s Certificate with completed Borrowing Resolutions for Borrower; (f) 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor copy of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures its Investors’ Rights Agreement and any amendments thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (kj) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s 's obligation to make the initial 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 Duly executed original signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments to which it is a party; (b) duly Duly executed original signatures to the Loan DocumentsControl Agreement[s]; (c) the Borrower shall have delivered its Operating Documents and long-form a good standing certificates certificate of Borrower certified by the Secretary of State of the State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Guarantor shall have delivered its Operating Documents and a secretary’s good standing certificate of Borrower with respect Guarantor certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a partyEffective Date; (e) duly Duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (f) Duly executed original signatures to the following documents with respect to Guarantor: (i) Guaranty, (ii) Security Agreement, (iii) Securities Account Control Agreement, (iv) Control Agreements and (v) Borrowing Resolutions. (g) Bank shall have received certified copies, in respect of both Borrower and Guarantor, 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) shall have delivered a legal opinion (authority and enforceability) of Borrower’s 's counsel dated as of the Effective Date together with the duly executed pdf signature original signatures thereto; (i) Guarantor shall have delivered a legal opinion of Guarantor's counsel dated as of the Effective Date together with the duly executed original signatures thereto; (j) Borrower shall have delivered the duly executed original signatures to the Guaranty, together with the completed Borrowing Resolutions for Guarantor; (k) Borrower shall have established the Lockbox; (l) Borrower shall have delivered 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; and (km) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.3 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) an intellectual property security agreement; (e) the Tranche 1 Warrant; (f) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, duly executed in blank; (g) agreement to provide insurance; (h) payment of the fees and Bank Expenses then due specified in Section 2.6 hereof; (i) unaudited consolidated financial statements of Borrower for the three month period ended March 31, 2016; (j) a deposit account control agreement with respect to any account permitted hereunder to be maintained outside Bank; (k) a payoff letter from PWB, in respect of the Existing Indebtedness; (l) 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; (m) a landlord’s consent executed in favor of Bank with respect to the location of Borrower’s headquarters; (n) written evidence of Viveve’s receipt of at least Ten Million Dollars ($10,000,000) of New Equity (the “Tranche 1 Equity Raise”); (o) evidence of positive data on Borrower’s VIVEVE I clinical study, receipt of which hereby is acknowledged by Bank; and (p) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) 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; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension a Term Loan is subject to the condition precedent that Bank Agent shall consent to or shall have received, in form and substance satisfactory to BankAgent and Lenders, such documents, and completion of such other matters, as Bank Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to this Agreement, the Senior Perfection Certificate and the other Loan Agreement and satisfaction of all conditions precedent theretoDocuments to which Borrower is a party; (b) duly executed signatures original Secured Promissory Notes in favor of each Lender with a face amount equal to the such Lender’s Term Loan DocumentsCommitment; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior duly executed original signatures to the Effective DateControl Agreements with HSBC Bank Canada and the Bank of Montreal; (d) the Operating Documents of each Borrower certified as true, correct and complete by a secretary’s certificate responsible officer of Borrower with respect to each Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) certificates of status dated as of the Closing Date to the effect that Borrower is incorporated, amalgamated or continued under the laws of the Province of Ontario and is not dissolved; (f) a duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (fg) a payoff letter from Bank of Montreal; (h) evidence that (i) the Liens securing Indebtedness owed by Borrower to Bank of Montreal will be terminated, and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements, registration statements under the PPSA, and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (i) certified copies, dated as of a recent date, of financing statement searches, as Bank may Agent shall request, accompanied by written evidence (including any UCC and PPSA 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (ij) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Closing Date together with the duly executed pdf signature original signatures thereto; (jk) evidence satisfactory to Bank Agent 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 BankAgent, for the ratable benefit of Lenders; and (kl) payment of the fees and Bank Lenders’ Expenses then due as specified described in Section 2.3 hereof2.4(d).

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsControl Agreements for the Existing Accounts; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Delaware Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (e) duly executed original signature to a payoff letter from NBSC, a division of Sonovus (the “Prior Lender”), together with evidence that all documents and agreements executed in connection with the Indebtedness of Borrower to Prior Lender, shall be terminated and all amounts due thereunder shall be paid in full with the proceeds of the initial Credit Extension; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to Prior Lender 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 be terminated; (g) certified 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; (gh) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hi) except as to Excluded Sites, a baileelandlord’s waiver consents in favor of Bank for each location where Borrower maintains property with a third party(i) 000 Xxxxxxxxxxxx Xxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000, and (ii) 000 Xxxxxxxxx Xxxxxx, Charleston, South Carolina 29492, by each such third partythe respective landlords thereof, together with the duly executed original signatures thereto; (ij) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf original signature thereto; (jk) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 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 (kl) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrowers shall consent to or have receiveddelivered, 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 Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments to which it is a party; (b) duly executed original signatures to the Loan DocumentsParent’s Warrant; (c) duly executed original signatures to the Control Agreements; (d) for each Borrower and Guarantor their Operating Documents and long-form certified good standing certificates of Borrower certified by the Secretary of State of Delaware and from each jurisdiction in which a Borrower is qualified to conduct business, each or Guarantor transacts business as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrowereach Borrower and Guarantor; (f) 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 be, terminated or released; (g) the Perfection Certificate of Borrower, together with the duly Certificates executed signature theretoby each Borrower and Guarantor; (h) except as to Excluded Sites, a bailee’s waiver duly executed bailee agreements in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures theretoBank; (i) a legal opinion (authority and enforceability) of Borrower’s Borrowers’ Cayman Island counsel dated as on or before the date of the Effective Date initial Credit Extension together with the duly executed pdf signature original signatures thereto; (j) the duly executed original signatures to the Guaranty; (k) evidence satisfactory to Bank that (i) the insurance policies and endorsements required by Section 6.5 6.7 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 (ii) Credit Insurance Policies are in effect; (l) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; (m) any Credit Insurance Policies required to be in effect; (n) certified copies of each Borrower’s register of mortgages and charges; (o) a share charge agreement in form and substance satisfactory to Bank, executed by SPIL and charging to Bank a security interest in 100% of the issued shares in the capital of SPIL China; (p) a share charge agreement in form and substance satisfactory to Bank, executed by Parent and charging to Bank a security interest in 100% of the issued shares in the capital of SPIL; (q) executed Officer’s Certificates from each Borrower and Guarantor in the form attached hereto as Exhibit E; and (kr) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed signatures to the Loan DocumentsWarrant; (c) duly executed signatures to the Control Agreements; (d) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Delaware Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (de) a secretary’s certificate the Subordination Agreement by each holder of Borrower with respect to Borrower’s Operating Documentsunsecured convertible promissory notes, incumbencyin favor of Bank, specimen together with the duly executed signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a partythereto; (ef) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (fg) certified 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; (gh) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (hi) except as to Excluded Sites, a baileelandlord’s waiver consent in favor of Bank for each location where Borrower maintains property with a third party0000 Xxxxxxx Xxxx, #000, Xxxxxxx, Xxxxxxxx 00000, by each such third partythe landlord thereof, together with the duly executed original signatures thereto; (ij) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto[reserved]; (jk) [reserved]; (l) 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; (m) completion of discussions between Bank and the significant investors of Borrower, to Bank’s satisfaction; and (kn) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The Lenders’ obligation to make the initial Credit Extension is subject to the condition precedent that Bank the Agent shall have received, in form and substance satisfactory to Bankthe Agent, such documents, and completion of such other matters, as Bank the Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrants; (c) the each Borrower’s Operating Documents and long-form a good standing certificates certificate of each Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each the State of Oregon as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for each Borrower; (e) evidence that (1) the Liens securing Indebtedness owed by EnergyConnect Group to Aequitas Commercial Finance, LLC will be terminated and (2) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have been terminated; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank may the 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; (g) the Perfection Representations and Warranties Certificate of each Borrower, together with the duly executed original signature thereto; (h) except as to Excluded Sitesa copy of EnergyConnect Group’s Registration Rights Agreement, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures Investors’ Rights Agreement and any amendments thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) evidence satisfactory to Bank the Agent 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 Bankthe Agent; (j) evidence satisfactory to Agent that Aequitas Commercial Finance, LLC shall have converted any of its outstanding Indebtedness not otherwise repaid by Borrowers into equity of Borrower; and (k) payment of the fees fees, Agent Expenses and Bank Lender Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 appropriatehave requested, including, without limitation: (a) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed signatures to the Loan DocumentsControl Agreement with Capital Advisors Group; (c) the Operating Documents of Xxxxxxxx and (i) a long-form good standing certificates certificate of Borrower certified by the Secretary of State of the State of Delaware and each jurisdiction (ii) a good standing/foreign qualification certificate certified by the Secretary of the Commonwealth of the Commonwealth of Massachusetts, in which Borrower is qualified to conduct businessthe case of (i) and (ii), each as of a date no earlier than thirty (30) 30 days prior to the Effective Date; (d) certificate duly executed by a secretary’s certificate Responsible Officer or secretary of Borrower with respect to BorrowerXxxxxxxx’s (i) Operating Documents, incumbency, specimen signatures Documents and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party(ii) Borrowing Resolutions; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of searches for financing statement searches, as Bank may requestfiled in the central filing office of the State of Delaware, 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; (gf) the duly executed Perfection Certificate of Borrower, together with the duly executed signature thereto; (hg) except as to Excluded Sites, a baileeduly executed xxxxxx’s waiver in favor of Bank for each location 000 Xxxxxxxx Xxxxxx, West Boylston, Massachusetts 01563 where Borrower maintains property with a third partyCogmedix, by each such third party, together with the duly executed signatures theretoInc.; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (jh) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 5.8 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or and additional insured clauses or endorsements in favor of Bank; (i) with respect to the initial Advance, the completion of the Initial Audit; (j) with respect to the initial Advance, evidence satisfactory to Bank that Borrower is in compliance with the Adjusted Quick Ratio financial covenant set forth in Section 5.10 hereof; (k) with respect to the initial Advance, a completed Borrowing Base Statement (and any schedules related thereto and including any other information reasonably requested by Bank with respect to Xxxxxxxx’s Accounts); and (kl) payment of the fees and Bank Expenses then due as specified in Section 2.3 1.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed signatures to the Loan DocumentsUK Charge Over Account from Appian UK; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Delaware Delaware, New Jersey, Virginia, and each other 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; (d) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) a certificate of a director of Appian UK attaching (i) certificate of incorporation, memorandum and articles of association, (ii) board minutes, (iii) register of charges and (iv) specimen signatures; (f) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (fg) certified 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; (gh) Intellectual Property search results and completed exhibits to the IP Agreement; (i) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hj) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) 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; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.6 hereof.

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension hereunder is subject to the condition precedent that Bank Agent shall have received, in form and substance satisfactory to BankAgent and the Lenders, such documents, and completion of such other matters, as Bank Agent may reasonably deem necessary or appropriatehave requested, including, without limitation: (a) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed signatures to the Loan Documents; (c) the Operating Documents of Borrower and long-form good standing certificates of Borrower certified by the Secretary of State of the State of Delaware and the Secretary of State (or equivalent agency) of each other jurisdiction in which Borrower is qualified to conduct business, in each case dated as of a date no earlier than thirty (30) days prior to the Effective Date; (dc) a secretary’s certificate/officer’s certificate (as applicable) duly executed by a Responsible Officer or secretary of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (ed) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (e) with respect to the Initial Tranche A Term Loan Advance, a completed and duly executed Payment/Advance Form; (f) with respect to the Initial Tranche A Term Loan Advance, a completed and duly executed Disbursement Letter; (g) certified copies, dated as of a recent date, of financing statement searches for Liens (including without limitation, UCC searches, as Bank may request) filed in the central filing office of the State of Delaware, accompanied by written evidence (including any UCC termination statementsstatements and other Lien releases) 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 ExtensionExtension hereunder, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together Date; (i) stock power forms (5 originals) executed by Borrower with respect to capital stock of AVROBIO Securities Corporation and delivery of stock certificates evidencing ownership interests in AVROBIO Securities Corporation delivered to Agent for the duly executed pdf signature theretobenefit of the Lenders; (j) duly executed Perfection Certificate of Borrower; (k) stock power forms (5 originals) executed by Borrower MSC Subsidiary with respect to the capital stock of AVROBIO Securities Corporation together with stock certificates evidencing ownership interests in AVROBIO Securities Corporation; (l) evidence satisfactory to Bank Agent that the insurance policies and endorsements required by Section 6.5 5.56 hereof are in full force and effect, together effect with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bankrespect to Borrower; and (km) payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.3 1.3 hereof.

Conditions Precedent to Initial Credit Extension. BankLender’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrant and the Registration Rights Agreement; (c) the Lien searches regarding Borrower and its Subsidiaries; (d) duly executed original signatures to an officer’s certificate for each Loan Party, attaching (i) such Loan Party’s Operating Documents and long-form Documents, (ii) good standing certificates of Borrower such Loan Party certified by the Secretary of State (or equivalent agency) of Delaware such Loan Party’s jurisdiction of organization or formation and each jurisdiction in which Borrower such Loan Party is qualified to conduct business, each as (iii) incumbency and specimen signatures authorizing execution and delivery of the Loan Documents to which such Loan Party is a date no earlier than thirty party and (30iv) days prior to the Effective Date; resolutions adopted by such Loan Party’s board of directors (d) a secretary’s certificate and if required under the terms of Borrower with respect to Borrowersuch Loan Party’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a partystockholders); (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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; (g) the Perfection Certificate of BorrowerCertificate, together with the duly executed original signature thereto; (hf) except as the original stock certificate or other evidence of title with regard to Excluded Sites, all Equity Interests owned by a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, Loan Party (if such Equity Interests are evidenced by each such third partycertificates), together with the a stock power or other appropriate instrument of transfer, duly executed signatures theretoand in blank by the holder of record of such Equity Interests; (g) evidence of filing of UCC-1 financing statements against each Loan Party in its jurisdiction of formation or incorporation, as applicable; (h) payment of the closing fees and Lender Expenses as specified in Section 2.4(a) and Section 2.4(d) hereof, and payment of that certain fee to Lake Street Capital Markets, LLC which has been previously disclosed to Lender; (i) a legal opinion copies of all material licenses, consents, authorizations and approvals of, and notices to and filings and registrations with, any Governmental Authority (authority including, without limitation, accreditation and enforceability) any approvals/registrations necessary for any Loan Party to take Title IV funding), and of Borrower’s counsel dated as all third-party consents and approvals, necessary in connection with the making and performance by the Loan Parties of the Effective Date together with the duly executed pdf signature theretoLoan Documents; (j) evidence a duly executed officer’s certificate, executed by a Responsible Officer certifying compliance with the conditions set forth in Section 3.2(b) and Section 3.2(c); (k) an annual operating budget 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 BankLender; and (kl) payment of without limitation, all other documents and instruments reasonably required to perfect the fees Lender’s Lien on, and Bank Expenses then due as specified in Section 2.3 hereofsecurity interest in, the Collateral.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or have receiveddelivered, 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 Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments to which it is a party; (b) duly executed original signatures to the Loan DocumentsControl Agreement(s); (c) the its Operating Documents and long-form good standing certificates of Borrower and each Guarantor, certified by the Secretary of State of Delaware and each jurisdiction entity’s state of organization (or of such entity’s corporate Secretary in which Borrower is qualified to conduct business, each the case of Bylaws or other Operating Documents not filed with any state) as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (fe) 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; (gf) the Perfection Certificate Certificate(s) executed by Borrower and each Guarantor; (g) a landlord’s consent executed by Borrower’s landlords for the two sites located in Pleasanton, California, in favor of Borrower, together with the duly executed signature theretoBank; (h) except as the duly executed original signatures to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third partythe Guarantees, together with the duly executed signatures theretocompleted Borrowing Resolutions for each Guarantor; (i) a legal opinion pledge agreement, in form and substance satisfactory to Bank, executed by Borrower or a Guarantor and pledging to Lender a security interest in 100% or 66% (authority and enforceabilitywhere a pledge of greater than 66% would, by itself, result in a deemed dividend to Borrower or a pledging Guarantor under Section 956 of the Internal Revenue Code, as amended, or any similar successor section) of Borrower’s counsel dated as the shares of the Effective Date together with the duly executed pdf signature theretooutstanding capital stock, of any class, of each Material Subsidiary of Borrower (each, a “Pledge Agreement”); (j) 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 or additional insured clauses or endorsements in favor of Bank; (k) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (kl) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof2.4. Bank acknowledges receipt of a good faith deposit in the amount of $35,000, which deposit is to be applied towards Bank Expenses and, if any amount remains after such application, to the Facility Fee.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance reasonably satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly Loan Documents executed signatures to the Senior Loan Agreement by Borrower and satisfaction of all conditions precedent theretoGeneral Partner; (b) duly executed signatures to the Loan Documents; (c) the Operating Documents of Borrower and long-form General Partner and good standing certificates of Borrower and General Partner certified by the Secretary of State of the State of Delaware and the Secretary of State (or equivalent agency) of each other jurisdiction in which Borrower and/or General Partner is qualified to conduct business, in each case as of a date no earlier than thirty (30) days prior to the Effective Date; (dc) a secretary’s certificate executed by a Responsible Officer of General Partner with respect to, for each of Borrower with respect to Borrower’s and General Partner, (i) Operating Documents, incumbency, specimen signatures (ii) incumbency and (iii) resolutions authorizing the execution and delivery of this Agreement, the Loan Documents, and all transactions related thereto; (d) the form of Subscription Agreement together with the signature page of each Subscription Agreement setting forth the correct legal name and the other Loan Documents to which it is a partyCapital Commitment of each Partner; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrowercopies of any Side Letter; (f) certified copies, dated as within forty-five (45) days of a recent datethe Effective Date, of searches for financing statement searches, as Bank may requeststatements filed in the central filing office of the State of Delaware, 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; (g) filings satisfactory to Bank with respect to the Perfection Certificate of BorrowerCollateral, together with written evidence satisfactory to Bank that the duly executed signature theretosame have been filed (or submitted for filing) in the appropriate public filing office(s) to perfect and/or protect Bank’s first priority security interest in the Collateral; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly an executed signatures theretoFederal Reserve Form U-1 (Regulation U); (i) a legal opinion (authority and enforceability) of Borrower’s and General Partner’s counsel dated as of the Effective Date together with the duly executed pdf signature theretoDate; (j) evidence bank statements in form and substance satisfactory to Bank in its sole discretion evidencing Borrower’s receipt of Capital Contributions from the most recent Capital Call made to the Partners; (k) a payoff letter, duly executed by, inter alios, Borrower and Sumitomo Mitsui Banking Corporation, in form and substance reasonably satisfactory to Bank evidencing that certain Revolving Credit Agreement dated as of December 28, 2018, among, inter alios, Borrower, General Partner and Sumitomo Mitsui Banking Corporation, has been, or concurrently on the insurance policies Effective Date is being, terminated 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 Bankall outstanding obligations thereunder repaid; and (kl) payment of the fees and Bank Expenses then due as specified in Section 2.3 1.3 hereof.

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make advance the initial Credit Extension Term Loans is subject to the condition precedent that Bank the Administrative Agent shall have received, in form and substance satisfactory to Bankthe Administrative Agent, such documents, and completion of such other matters, as Bank the Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly copies of the Loan Documents originally executed signatures and delivered by each applicable Credit Party, and each schedule to such Loan Documents (such schedules to be in form and substance reasonably satisfactory to the Senior Loan Agreement and satisfaction of all conditions precedent theretoAdministrative Agent); (b) duly executed signatures to Operating Documents of each of the Loan DocumentsCredit Parties; (c) the Operating Documents Perfection Certificates for Borrowers; (d) the organizational structure and long-form capital structure of each of the Credit Parties shall be as set forth on Schedule 3.1(d); (e) (i) a good standing certificates certificate of Borrower Horizon, certified by the Secretary of State of the State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; ; (dii) a secretary’s good standing certificate of Borrower Horizon Pharma, certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; and (iii) a certificate of the secretary of Horizon UK with respect to Borrower’s Operating Documentsits certificate of incorporation, incumbencymemorandum and articles of association, register of charges, specimen signatures and resolutions board minutes authorizing the execution and delivery of this Agreement Agreement, the Debenture and the other Loan Documents to which it is a partydocuments required by the Administrative Agent in connection therewith; (ef) duly executed pdf signatures to the Secretary’s Certificate with completed Borrowing Resolutions for Borrowereach Credit Party; (fg) (i) certified copies, dated as of a recent date, of financing statement searches, as Bank may the Administrative 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 releasedreleased and (ii) the results of a search at Companies House with respect to Horizon UK indicating there are no Liens other than Permitted Liens and otherwise in form and substance satisfactory to the Administrative Agent; (gh) each Credit Party shall have obtained all Governmental Approvals and all consents of other Persons, in each case that are necessary or advisable in connection with the Perfection Certificate transactions contemplated by the Loan Documents and each of Borrowerthe foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired; (i) if requested by the Administrative Agent, a landlord’s consent in favor of the Administrative Agent for each Credit Party’s leased locations by the respective landlord thereof (which consent shall include an agreement by such landlord to permit reasonable access to such leased premises by the Administrative Agent or its agents upon an Event of Default for purposes of removal of any and all Collateral, if such leased premises is a warehouse, distribution center or other location at which a material amount of Collateral is located), together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) evidence opinions of counsel (which counsel shall be reasonably satisfactory to Bank the Administrative Agent) with respect to the creation and perfection of the security interests in favor of the Administrative Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any personal property Collateral is located as the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent; (k) a copy of any registration rights agreement, investors’ rights agreement or other similar agreement relating to, governing or otherwise affecting the ownership of the capital stock or other equity ownership interests of any Credit Party, and any amendments thereto; (l) evidence 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 Bankthe Administrative Agent, for the ratable benefit of the Lenders; (m) payoff letters from Kreos and Silicon Valley Bank in respect of the Indebtedness outstanding under the Existing Kreos/SVB Loan Agreement; (n) evidence that Kreos has released Horizon and Horizon Pharma from any Indebtedness, guaranty or other obligations in respect of the Existing Kreos Loan Agreement except for the pledge by Horizon Pharma of the Horizon AG Capital Stock (as defined in Exhibit A) on terms and conditions satisfactory to the Lenders in their sole discretion (the “Horizon AG Stock Pledge”); (o) evidence that (i) the Liens securing any Indebtedness, guaranty or other obligations of the Borrowers to Kreos under the Existing Kreos Loan Agreement have been terminated, (ii) the Liens securing any Indebtedness, guaranty or other obligations of the Borrowers to Kreos or SVB under the the Existing Kreos/SVB Loan Agreement have been terminated and (iii) the documents and/or filings evidencing the perfection of the foregoing Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (p) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by the Administrative Agent; (q) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”); (r) copies of the Warrants originally executed and delivered by Horizon Pharma to Oxford and SVB; (s) the original intercompany note dated June 28, 2010 issued by Horizon AG to Horizon Pharma in the original principal amount of $5,500,000, duly endorsed to the Administrative Agent (as the same may be amended from time to time to evidence advances from the Borrowers to Horizon AG permitted hereunder, the “Horizon AG Intercompany Note”) ; (t) evidence that Horizon Pharma has purchased from Kreos, and that Kreos has assigned to Horizon Pharma, all of Kreos’ rights, title and interest in and to €1,000,000 principal amount of the loans under the Existing Kreos Loan Agreement and all related rights thereto under the Existing Kreos Loan Agreement and related loan documents, which interest, upon such purchase and sale and assignment, shall be evidenced by an original intercompany note dated June 2, 2011 issued by Horizon AG to Horizon Pharma in the principal amount of €1,000,000, and delivered to the Administrative Agent duly endorsed to the Administrative Agent (“Additional Horizon AG Intercompany Note”); (u) evidence that DUEXIS has been approved for sale to the public by the FDA; and (kv) payment of the fees and Bank Lender Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have receivedreceived each of the following (which, in form and substance satisfactory the case of any executed document or certificate, shall be telecopies or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) delivered prior to Bankor on the Effective Date, and, to the extent that originals are required, such documents, and completion originals shall be delivered to Bank within 10 days of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:the Effective Date): (a) duly executed original signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretothis Agreement; (b) duly executed signatures to the Loan Documents; (c) the Operating Documents and long-form good standing certificates certificate of compliance (or equivalent) of Borrower and the Canadian Guarantor, certified by Industry Canada (or equivalent authority) from the Secretary jurisdiction of State formation or continuance, as the case may be, of Delaware and each jurisdiction in which Borrower is qualified to conduct businessof them, each as of a date no earlier than thirty (30) days prior to the Effective Date; (c) the Operating Documents of each Guarantor organized under the laws of the United States, and to the extent applicable, certified by the appropriate Governmental Authority as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate true copies of duly executed Borrowing Resolutions for Borrower with respect to Borrower’s Operating Documentsand each Guarantor, incumbency, specimen signatures and resolutions authorizing each certified by the execution and delivery original signature of this Agreement and the other Loan Documents to which it is a partyan officer; (e) a duly executed pdf signatures PPSA confirmation letter from Solotech Inc. limiting its PPSA registration to the completed Borrowing Resolutions for Borrowerspecific equipment and proceeds therefrom; (f) certified copies, dated as a duly executed PPSA confirmation letter from Royal Bank of a recent date, Canada limiting its PPSA registration to the amount 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 releasedCAD$1,500,000; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures theretooriginal officer’s certificate for Borrower and the Canadian Guarantor, in a form reasonably acceptable to Bank; (i) a legal opinion (authority opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and enforceability) of Borrower’s Stikeman Elliott LLP, special counsel for Borrower and Guarantors, each dated as of the Effective Date together and each with the duly executed pdf signature theretooriginal signature; (j) the duly executed original signatures to the Guaranty of each U.S. Guarantor and the Guarantee of the Canadian Guarantor; (k) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 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 (kl) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.6 hereof.

Conditions Precedent to Initial Credit Extension. BankLender’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrant and the Registration Rights Agreement; (c) the Lien searches regarding Borrower and its Subsidiaries; (d) duly executed original signatures to an officer’s certificate for each Loan Party, attaching (i) such Loan Party’s Operating Documents and long-form Documents, (ii) good standing certificates of Borrower such Loan Party certified by the Secretary of State (or equivalent agency) of Delaware such Loan Party’s jurisdiction of organization or formation and each jurisdiction in which Borrower such Loan Party is qualified to conduct business, each as (iii) incumbency and specimen signatures authorizing execution and delivery of the Loan Documents to which such Loan Party is a date no earlier than thirty party and (30iv) days prior to the Effective Date; resolutions adopted by such Loan Party’s board of directors (d) a secretary’s certificate and if required under the terms of Borrower with respect to Borrowersuch Loan Party’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a partystockholders); (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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; (g) the Perfection Certificate of BorrowerCertificate, together with the duly executed original signature thereto; (hf) except as the original stock certificate or other evidence of title with regard to Excluded Sites, all Equity Interests owned by a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, Loan Party (if such Equity Interests are evidenced by each such third partycertificates), together with the a stock power or other appropriate instrument of transfer, duly executed signatures theretoand in blank by the holder of record of such Equity Interests; (g) evidence of filing of UCC-1 financing statements against each Loan Party in its jurisdiction of formation or incorporation, as applicable; (h) payment of the closing fees and Lender Expenses as specified in Section 2.4(a) and Section 2.4(d) hereof, and payment of that certain fee to Lake Street Capital Markets, LLC which has been previously disclosed to Lender; (i) a legal opinion copies of all material licenses, consents, authorizations and approvals of, and notices to and filings and registrations with, any Governmental Authority (authority including, without limitation, accreditation and enforceability) any approvals/registrations necessary for any Loan Party to take Title IV funding), and of Borrower’s counsel dated as all third-party consents and approvals, necessary in connection with the making and performance by the Loan Parties of the Effective Date together with the duly executed pdf signature theretoLoan Documents; (j) 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; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (b) a duly executed original signature to the Warrant; (c) duly executed original signatures to any Control Agreements; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Delaware 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; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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 Liens, or have been orbeen, or in connection with the initial Credit ExtensionExtension will be, will be terminated or released; (g) the Perfection Certificate of executed by Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; (i) a legal opinion (authority copy of any applicable Registration Rights Agreement and/or Investors’ Rights Agreement and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature any amendments thereto; (j) 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 reflecting the same) in favor of Bank; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s Lender's obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have receivedit receive the agreements, in form documents and substance satisfactory fees it requires. In addition, Lender's obligation is further subject to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationthe following conditions: (a) duly Borrower shall have executed signatures and delivered to Lender the Senior Loan Agreement and satisfaction of all conditions precedent theretoWarrant; (b) duly Each of Borrower's Subsidiaries shall have executed signatures and delivered to Agent the Loan DocumentsGuaranty Agreement Amendment; (c) Each of Borrower's Subsidiaries shall have executed and delivered to Agent the Operating Documents Security Agreement Amendment; (d) Borrower and long-each of its Subsidiaries that owns equity securities of any Person shall have executed and delivered to Agent the Pledge Agreement Amendment; (e) Borrower shall have executed and delivered to Agent the Borrower Trademark Security Agreement Amendment; (f) Web Yes shall have executed and delivered to Agent the Web Yes Trademark Security Agreement Amendment; (g) Borrower shall have executed and delivered to Lender the Registration Rights Agreement Amendment; (h) receipt by the Lender of a duly executed Promissory Note in the principal amount of the Committed Line; (i) receipt by the Lender of an opinion (together with any opinions of local counsel relied on therein) of Xxxx and Xxxx LLP, counsel for the Borrower, dated as of the Closing Date, substantially in the form good standing certificates of EXHIBIT I hereto and covering such additional matters relating to the transactions contemplated hereby as the Lender may request; (j) receipt by Lender of a duly executed Perfection Certificate from each of Borrower and Eggrock Partners, Inc.; (k) receipt by the Agent of certificates representing shares of all capital stock pledged under the Pledge Agreement, as amended, to the Agent, accompanied by instruments of transfer and stock powers endorsed in blank, together with evidence satisfactory to the Agent that such capital stock has been duly and validly pledged thereunder to the Agent subject to no other Lien other than the Lien created under the Pledge Agreement, as amended, to secure the Obligations; (l) receipt by Lender from each of Borrower and Eggrock Partners, Inc. of a certificate, dated as of the Closing Date, duly executed by the Secretary or an Assistant Secretary of Borrower or Eggrock Partners, Inc., as the case may be, certifying as to: (A) the copy of such entity's Certificate of Incorporation or similar document, attached thereto, as certified by the Secretary jurisdiction of State of Delaware incorporation, and each jurisdiction stating that such charter document, is in which Borrower is qualified to conduct business, each full force and effect as of a date no earlier more than thirty (30) 10 days prior to the Effective Date; (d) a secretary’s certificate Closing Date and that, since the date of Borrower with respect to Borrower’s Operating Documentsissuance of such certification, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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 there have been orno amendments, in connection with the initial Credit Extensionalteration or modifications of such charter document, will be terminated or released; (gB) the Perfection Certificate copy of Borrowersuch entity's Bylaws, together with the duly executed signature attached thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each and stating that such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 hereof Bylaws are in full force and effecteffect as of a date no more than five days prior to the Closing Date, together with appropriate evidence showing lender loss payable and/or additional insured clauses (C) the good standing certificate of such entity attached thereto from such entity's jurisdiction of incorporation and each jurisdiction where such entity is qualified to do business, (D) the copy of the resolutions attached thereto of the Board of Directors of such entity authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and any other documents or endorsements in favor instruments contemplated hereby, and stating that the resolutions thereby certified have not been amended, modified, revoked or rescinded; and (E) the incumbency, authority and specimen signature of Bank; andeach officer of such executing this Agreement or any other document or instrument contemplated hereby; (km) payment termination of the fees all currently outstanding Liens of Borrower and Bank Expenses then due its Subsidiaries, other than Permitted Liens, and provision to Lender of termination letters (or such other evidence of termination as specified in Section 2.3 hereofLender reasonably requests) with respect thereto.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; Documents; (b) a duly executed signatures to the Loan Documents; Control Agreement with U.S. Bank; (c) the Operating Documents of Borrower and its Subsidiaries and long-form good standing certificates of Borrower certified by the Secretary of State of the State of Delaware and the Secretary of State (or equivalent agency) of each other jurisdiction in which Borrower Xxxxxxxx is qualified to conduct business, in each case as of a date no earlier than thirty (30) days prior to the Effective Date; ; (d) a secretary’s certificate duly executed by a Responsible Officer or secretary of Borrower with respect to BorrowerXxxxxxxx’s (i) Operating Documents, incumbency, specimen signatures Documents and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (ii) Borrowing Resolutions; (e) a duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; payoff letter from Solar Capital; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to Solar Capital 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; (g) certified copies, dated as of a recent date, of searches for financing statement searches, as Bank may requestfiled in the central filing office of the State of Delaware, 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; ; (gh) the a duly executed Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) 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; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to BankBank in its good faith business judgment, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (cb) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Delaware and each Borrower’s jurisdiction in which Borrower is qualified to conduct businessof organization or formation, each as of a date no earlier than thirty (30) days prior to the Effective Date; (dc) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (fd) duly executed signatures to a payoff letter from Innovatus Life Sciences Lending Fund I, LP (“Innovatus”); (e) certified 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 s 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; (f) duly executed signatures to the completed Payment/Advance Form in connection with the Term Loan Advance; (g) the Perfection Certificate of Borrower, together with the duly executed signature theretosignatures to a completed disbursement letter with respect to the Term Loan Advance in the form provided by Bank to Borrower; (h) except as evidence that (i) the Liens securing Indebtedness owed by Borrower to Excluded SitesInnovatus will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third partyincluding without limitation any financing statements and/or control agreements, by each such third partyhave or will, together substantially concurrently with the duly executed signatures theretoinitial Credit Extension, be terminated (or provision for filings for termination thereof reasonably satisfactory to Bank shall have been delivered to Bank); (i) a legal opinion (authority the Perfection Certificate and enforceability) of Borrower’s counsel dated as of the Effective Date together with the Addendum 1 to Perfection Certificate duly executed pdf signature theretoby Borrower; (j) evidence reasonably 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; andand WEST\292770674.6 (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof2.4 hereof (which amounts may be deducted from the funding of the Term Loan Advance on the Effective Date).

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension Extensions in respect of Tranche 1, Tranche 2 and Tranche 3 is subject to the condition precedent that Bank shall have received, in form and substance reasonably satisfactory to Bank, such documents and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including the following: (a) this Agreement duly executed by each Obligor; (b) each Security Document duly executed by the relevant Obligor and any ancillary notices, filings or other documents required therein, save those required to be delivered after the date of the relevant Security Document (in each case as set out therein); (c) a certificate duly signed by two managing directors of the Guarantor with respect to its constitutional documents, authorised signatories and resolutions (managing and supervisory board or equivalent corporate bodies (to the extent required) authorising the execution and delivery of any Loan Documents to which Guarantor is a party; (d) a certificate duly signed by two managing directors (Geschäftsführer) of Borrower with respect to its constitutional documents, authorised signatories and resolutions (managing and supervisory board and general meeting of shareholders or equivalent corporate bodies) (to the extent required) authorising the execution and delivery of this Agreement and the other Loan Documents to which Borrower is a party; (e) a Perfection Certificate for each Obligor signed by a Responsible Officer; (f) subordination agreements in the form required by Bank in respect of any shareholder, director, officer or intra-group loan to an Obligor or any loan from a secured creditor (other than Bank) to an Obligor together with the duly executed original signatures thereto; (g) a legal opinion of Borrower’s German counsel (authority) in respect of Borrower delivered to Bank on or about the date of this Agreement; (h) a legal opinion of Bank’s German counsel (enforceability) delivered to Bank on or about the date of this Agreement; (i) a legal opinion of Borrower’s Dutch counsel (authority) in respect of Guarantor delivered to Bank on or about the date of this Agreement; (j) a legal opinion of Bank’s Dutch counsel (enforceability) in respect of the Guarantor delivered to Bank on or about the date of this Agreement; (k) evidence satisfactory to Bank that the insurance policies required by Clause 6.4 (Insurance) are in full force and effect, together with, in respect of non-German insurance policies only, appropriate evidence showing Bank as first loss payee and/or additional insured clauses or endorsements in favour of Bank; (l) payment of the fees and Bank Expenses then due and payable; (m) signed consent for Bank to: (i) use Borrower’s logo; (ii) use a tombstone to highlight the transaction; and (iii) issue a press release in a form acceptable to Borrower and Bank highlighting and summarising the credit facilities extended by Bank to Borrower under this Agreement, for marketing purposes; and (n) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures appropriate and notified by the Bank to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary date of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery signing of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) 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; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereofAgreement.

Conditions Precedent to Initial Credit Extension. Bank’s 's obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have receivedit receive the agreements, documents and fees it requires, all in form and substance satisfactory to Bank, including (without limitation) the following: (a) this Agreement; (b) such intellectual property security agreements and evidence of the filing thereof as Bank may require; (c) a certificate of the Secretary or of other applicable duly appointed manager, officer, or other official of Borrower and any Guarantor (as well as any constituent party of any Guarantor) with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which Borrower or any Guarantor is a party; (d) financing statements from Borrower (Form UCC-1); (e) one or more insurance certificates from Borrower; (f) receipt by Bank of a satisfactory collateral audit, acceptable to Bank in its sole discretion; (g) a guaranty agreement executed and delivered by the Guarantor and in form and substance satisfactory to Bank; (h) evidence satisfactory to Bank that Borrower has received proceeds of the issuance of not less than $500,000.00 in convertible Subordinated Debt to Guarantor (in addition to convertible debt issued by Borrower through August 31, 2002); (i) a subordination agreement from the Guarantor, which subordination agreement must be in form and substance satisfactory to Bank; (j) evidence of payment in full (contemporaneous with the initial Credit Extension) of all indebtedness owing to MRA Systems, Inc., d/b/a GE Access and the release of all liens securing the same; (k) evidence of the release or subordination of all liens securing indebtedness owing to the Guarantor or others; (l) payment of the Commitment Fee and the Bank Expenses then due; and (m) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures and Borrower shall have used its commercially reasonable efforts to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, deliver such landlord lien waiver 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) 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; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereofrequire.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 Senior Loan Agreement and satisfaction of all conditions precedent theretothis Agreement; (b) duly executed signatures to Equity Pledge Agreement, dated as of the Loan DocumentsEffective Date, by and among Morinda Holdings, Inc., as pledgor, Tahitian Noni Beverages (China) Company Limited, as company, and Bank, as pledgee; (c) the Operating Documents and long-form good standing certificates of Borrower and each Guarantor certified by the Secretary of State (or equivalent agency) of Delaware Borrower’s or such Guarantor’s jurisdiction of organization or formation and each jurisdiction in which Borrower or Guarantor is qualified to conduct business, or the foreign equivalent of such documents for any entity organized outside the United States, each as of a date no earlier than thirty (30) 30 days prior to the Effective Date; (d) a secretary’s certificate of Borrower and each Guarantor with respect to Borrower’s and each Guarantor’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searchessearches with respect to Borrower and each Guarantor, 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; (gf) the Perfection fully executed Representations and Warranties Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (jg) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 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; (h) the IP Agreement, together with the duly executed original signatures thereto; (i) the Guaranty, together with the duly executed original signatures thereto; (i) a legal opinion, dated as of the Effective Date, of Sichenzia Rxxx Xxxxxxx LLP, counsel to Borrower and the Guarantors organized within the United States, (ii) a legal opinion, dated as of the Effective Date, of Dxxxx Wxxxxx Xxxxxxxx LLP, counsel to Borrower, (iii) a legal opinion, dated as of the Effective Date, of Faegre Bxxxx Dxxxxxx LLP, counsel to the Guarantors organized within the State of Colorado, (iv) a legal opinion, dated as of the Effective Date, of Rxx Xxxxxxx & Nxxxxxx P.C., counsel to the Guarantors organized within the State of Utah, and (v) a legal opinion, dated as of the Effective Date, of Bxxxx & MxXxxxxx LLP, counsel to Tahitian Noni Beverages (China) Company Limited, in each case in form and substance satisfactory to Bank; (k) a duly executed payoff letter with respect to the repayment in full of the Indebtedness of Borrower, NABC, Inc., NABC Properties, LLC and New Age Health Sciences, Inc. owed to Siena Lending Group LLC, termination of all agreements related thereto and the release of all Liens granted in connection therewith, with UCC or other appropriate termination statements and documents effective to evidence the foregoing or authorization to file the same; and (kl) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.7 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension is subject to the condition satisfaction of the conditions precedent that that: (a) Bank shall have received, in form and substance satisfactory to Bank, the following: (i) corporate resolutions of Borrower with respect to charter documents, incumbency and resolutions authorizing the execution and delivery of this Agreement; (ii) a financing statement (Form UCC-1); (iii) an intellectual property security agreement; (iv) an agreement to provide insurance; (v) payment of the fees and Bank Expenses then due specified in Section 2.5; (vi) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (vii) current financial statements in accordance with Section 6.2; (viii) a Borrowing Base Certificate; (ix) securities account control agreement between Borrower, Bank and Comerica Securities, Inc.; (x) securities account control agreement between Borrower, Bank, and Forum Shareholder Services, LLC, as agent for Monarch Funds; (xi) Collateral Assignment of Agreement and Subordination and Consent Agreement between Borrower, Bank and NewRoads BPOi, Inc.; (xii) Collateral Assignment of Agreement and Subordination and Consent Agreement between Borrower, Bank and Cable & Wireless Internet Services Inc.; (xiii) a Sublessor's Acknowledgment and Subordination for each leased location of Borrower; and (xiv) such documentsother documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto;. (b) duly executed signatures Borrower shall have terminated its credit arrangements with Gordon Brothers Group and any other lender(s) to the Loan Documents;Borrower other than Xxxx xxx xxxxxered to Bank documents effecting such termination(s) in form reasonably satisfactory to Bank. (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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 shall have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion opened its primary deposit, checking, cash management and investment accounts with Bank; (authority and enforceabilityii) transferred all of Borrower’s counsel dated 's cash reserves currently held with other financial institutions to such accounts with Bank, except (A) funds in Borrower's Payroll Account (as defined below) with Fleet National Bank in accordance with Section 6.6 and (B) an amount of funds in Borrower's operating account at Fleet National Bank (the Effective "Existing Fleet Checking Account") (not to exceed $4,800,000) that is necessary to satisfy outstanding checks, provided that (x) Borrower may not issue new checks from the Existing Fleet Checking Account after the Closing Date together and (y) the Existing Fleet Checking Account shall be closed by Borrower and any remaining funds transferred to accounts with Bank no later than 90 days after the duly executed pdf signature thereto; Closing Date; and (jiii) evidence satisfactory Borrower shall also have established a Sweep Account with Bank and taken such other steps with respect thereto as are required pursuant 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; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof6.13 below.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Convertible Debt Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to any Control Agreement required by Bank; (d) the Operating Documents and long-form good standing certificates of each Borrower certified by the Secretary of State (or equivalent agency) of Delaware such Borrower’s jurisdiction of organization or formation and each jurisdiction in which such Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (de) a secretary’s certificate of each Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (ef) duly executed pdf original signatures to the completed Borrowing Resolutions for each Borrower (other than the Australian Borrower); (fg) a duly executed confirmation to general security deed; (h) a duly executed verification certificate of the Australian Borrower, authorising the execution and delivery of this Agreement and confirming the constituent documents provided on 20 August 2015; (i) certified copies, dated as of a recent date, of financing statement and other Lien searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements therein either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gj) the Perfection Certificate of each Borrower, together with the duly executed original signature thereto; (hk) except as Intellectual Property search results and completed exhibits to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures theretoIP Agreement; (il) a legal opinion (authority and enforceability) of Borrower’s United States counsel with respect to Delaware Borrower and Texas Borrower and enforceability of this Agreement in respect of Australian Borrower, in form and substance satisfactory to Bank, dated as of the Effective Date together with the duly executed pdf original signature thereto, (m) a legal opinion of Bank’s Australian counsel in respect of Australian Borrower (authority/enforceability) of the Australian Mortgage Debenture, in form and substance satisfactory to Bank; (jn) evidence satisfactory to Bank that all filings required to have been made pursuant to this Agreement, the insurance policies Australian Mortgage Debenture 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 the other Loan Documents have been made to secure a first-ranking Lien in favor of BankBank on the Collateral and the collateral described in such documents, and all other actions required to have been taken by Borrower or any other party prior to the initial Credit Extension shall have been taken and all consents and other authorizations shall have been obtained prior to the initial Credit Extension, all in accordance with the terms of this Agreement, the Australian Mortgage Debenture and the other Loan Documents; and (ko) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed signatures to the Loan Documents[reserved]; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Delaware Borrower’s jurisdiction of incorporation and each jurisdiction in which Borrower is qualified to conduct business, each dated as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (e) duly executed original signature to a payoff letter from Comerica Bank (the “Prior Lender”); (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to Prior Lender 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; (g) certified 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; (gh) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) 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; and (kj) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof; provided, however, that the good faith deposit paid by Borrower to Bank prior to execution of this Agreement equal to Thirty Thousand Dollars ($30,000.00) shall be credited against the fees and Bank Expenses payable to Bank in connection with the initial Credit Extension or, if such fees and Bank Expenses are less than Thirty Thousand Dollars ($30,000.00), shall be credited against any future fees payable to Bank hereunder after the date of the initial Credit Extension.

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension hereunder is subject to the condition precedent that Bank Agent shall have received, in form and substance satisfactory to BankAgent and the Lenders, such documents, and completion of such other matters, as Bank Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsWarrant; (c) the Operating Documents and long-form good standing certificates of US Borrower certified by the Secretary of State of the State of Delaware and each other jurisdiction in which US Borrower is qualified to conduct business, each dated as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed signatures to the completed Borrowing Resolutions for each Borrower; (e) a secretary’s certificate of an officer of ISR Borrower with respect to Borrower’s Operating Documentsarticles, incumbency, specimen signatures incumbency and resolutions authorizing the execution and delivery of this Agreement Agreement, the Debentures and the other Loan Documents to which it is a party; (ef) the Lender Intercreditor Agreement, together with the duly executed pdf original signatures to the completed Borrowing Resolutions for Borrowerthereto; (fg) certified copies, dated as of a recent date, of financing statement Lien searches (including without limitation, UCC searches and Israeli Registrar of Companies searches), as Bank Agent may request, accompanied by written evidence (including any UCC termination statementsstatements and other Lien releases) 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 ExtensionExtension hereunder, will be terminated or released; (gh) the Perfection Certificate of each Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s US counsel dated as of the Effective Date Date, together with the duly executed pdf signature thereto; (j) a legal opinion (authority and with respect to Loan Documents governed by Israeli law also enforceability) of Borrower’s Israeli counsel dated as of the Effective Date, together with the duly executed signature thereto; (k) evidence satisfactory to Bank Agent that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effecteffect with respect to the US Borrower, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of BankAgent; (l) receipt by Agent of a first-ranking Lien in favor of Agent on the Charged Property pursuant to the Debentures in proper form for filing with the Israeli Registrar of Companies together with a Hebrew convenience translation thereof, all in accordance with the terms of the Debentures and the other Loan Documents; and (km) payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 shall have reasonably deem necessary or appropriaterequested, including, without limitation: (a) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (b) duly executed original signature to the Warrant, together with a capitalization table for Borrower; (c) (i) the Operating Documents and a long-form good standing certificates certificate of Borrower certified by the Secretary of State of Delaware (or equivalent agency) and each jurisdiction in which (ii) a certificate of good standing/foreign qualification of Borrower is qualified to conduct businesscertified by the Secretary of State (or equivalent agency) of New York, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s corporate borrowing certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf original signatures to the completed Borrowing Resolutions for Borrower; (f) duly executed signatures to a payoff letter from ORIX Growth Capital, LLC and Escalate Capital Partners SBIC III, LP; (g) evidence that (i) the Liens securing Indebtedness owed by Borrower to ORIX Growth Capital, LLC and Escalate Capital Partners SBIC III, LP 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; (h) certified 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; (gi) acknowledgment copies (from the Delaware Department of State) of either (i) an amendment to each of (A) UCC filing no. 20182814503 in favor of XxXxxx Xxxxxx Financial Services, Inc., (B) UCC filing no. 20182910053 in favor of C T Corporation System, as Representative, (C) UCC filing no. 20185907387 in favor of Vendor Services Center, (D) UCC filing no. 20185933136 in favor of Xxxxx Fargo Vendor Financial Services, LLC and (E) UCC filing no. 20186496224 in favor of Hitachi Capital America Corp., in each case amending the collateral description to refer only to specific financed or leased equipment or (ii) a filed termination of each of the foregoing financing statements; (j) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (ik) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf original signature thereto; (j1) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 hereof are in full force and effect; (m) the completion of the Initial Audit; (n) with respect to the initial Advance, together a completed Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bankrespect to Borrower’s Accounts) and a completed Recurring Revenue Report; and (ko) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.6 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the Loan Documents, accompanied by certified copies of Borrower’s organizational documents; (c) a financing statement (Form UCC-1); (d) an agreement to furnish insurance; (e) stock pledge agreements executed by Borrower and WPH for the Shares and the certificates for the Shares, together with Assignment(s) Separate from Certificate, duly executed in blank; (f) a guaranty executed and delivered by WPH in form satisfactory to Bank, accompanied by an officer’s certificate of WPH with respect to incumbency and resolutions authorizing such documentsexecution and delivery; (g) a subordination agreement executed and delivered by WPH in form satisfactory to Bank, accompanied by an officer’s certificate of WPH with respect to incumbency and resolutions authorizing such execution and delivery; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (i) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (j) an audit of the Collateral, the results of which shall be satisfactory to Bank; (k) current financial statements, including (i) audited statements for WPH’s most recently ended fiscal year, together with an unqualified opinion of WPH’s accountants regarding those statements (unless such qualification is solely the result of a “going concern” related to insufficient access to capital and/or negative profits), (ii) company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and (iii) such other updated financial information as Bank may reasonably request; (l) a current Borrowing Base Certificate as contemplated by Section 6.2(i); (m) a current Compliance Certificate in accordance with Section 6.2; (n) a Collateral Information Certificate in form satisfactory to Bank; (o) an Automatic Loan Payment Authorization; and (p) copies of the documents evidencing the Merger; and (q) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) 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; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of the L/C Issuer and each Lender to make the its initial Credit Extension hereunder is subject to satisfaction of 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 limitationfollowing conditions precedent: (a) duly executed signatures As of the Closing Date and after giving effect to the Senior Loan Agreement initial Credit Extensions hereunder, (i) Borrowers have a minimum of $20,000,000 of unused Borrowing Base availability and satisfaction (ii) Borrowers’ total Indebtedness of all conditions precedent thereto;the type described in clauses (a) and (b) of the definition of “Indebtedness” shall be reduced to no more than $70,000,000. (b) duly Receipt by the Administrative Agent of executed signatures counterparts of the Assignments and Assumptions relating to the Loan Documents;Original Credit Agreement. (c) The Administrative Agent’s receipt of the Operating Documents following, each of which shall be originals or facsimiles (followed promptly by originals) and long-form good standing unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party or other Person party thereto, each dated the Closing Date (or, in the case of certificates of Borrower certified governmental officials, a recent date before the Closing Date), and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts dated as of the Closing Date of this Agreement, the Parent Guaranty, and the other Collateral Documents including, without limitation, the amended and amended and restated Collateral Documents covering all Collateral of each Loan Party including, without limitation, the Borrowing Base Oil and Gas Properties and related Collateral and all other Loan Documents, granting a first priority Lien to secure the Obligations, subject to Permitted Liens, sufficient in number for distribution to the Administrative Agent, each Lender and Borrowers; (ii) Revolving Notes executed by the Secretary Borrowers in favor of State of Delaware each Lender requesting a Revolving Note, each Revolving Note in a principal amount equal to such Lender’s Revolving Commitment, and each jurisdiction in which Borrower is qualified to conduct business, each Revolving Note dated as of a date no earlier than thirty (30) days prior to the Effective Closing Date; (diii) a secretary’s certificate such certificates of Borrower resolutions or other action, incumbency certificates and/or other certificates of officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it such Loan Party is a party; (eiv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly executed pdf signatures organized or formed, validly existing, and in good standing in the jurisdiction of its organization and is qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the completed Borrowing Resolutions for Borrowerconduct of its business requires such qualification; (fv) certified copies, dated as a certificate signed by a Responsible Officer of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence each Borrower certifying (including any UCC termination statementsA) that the Liens indicated representations and warranties contained in any such financing statements either constitute Permitted Liens Article V are true and correct in all respects on and as of the Closing Date, (B) no Default or have been Event of Default will exist immediately after closing and the initial Credit Extension under this Agreement, (C) all material governmental and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the initial Credit Extension, will be terminated or released; (g) financing contemplated by this Agreement and the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as continuing operation of the Effective Date together with the duly executed pdf signature thereto; (j) evidence satisfactory to Bank that the insurance policies Borrowers and endorsements required by Section 6.5 hereof their respective Subsidiaries have been obtained and are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and (D) no action, suit, investigation or endorsements proceeding is pending or, to the knowledge of such Responsible Officer, threatened in favor any court or before any arbitrator or governmental authority by or against the Borrowers, Parent, or any of Bank; andtheir respective properties, that (x) could reasonably be expected to materially and adversely affect the Borrowers and their respective Subsidiaries, taken as a whole, or (z) seeks to affect or pertains to any transaction contemplated hereby or the ability of the Borrowers or any Guarantor to perform its obligations under the Loan Documents; (kvi) payment a certificate of a Responsible Officer of the fees and Bank Expenses then due Borrowers (a) as to the satisfaction of all conditions specified in this Section 2.3 hereof4.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension following 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed signatures to establishment of the Loan DocumentsBlocked Account; (c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s corporate borrowing certificate of US Borrower with respect to such Borrower’s Operating DocumentsDocuments as in effect on the Effective Date, incumbency, specimen signatures and resolutions Borrowing Resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (ed) duly executed pdf signatures to a certificate of the completed Borrowing Resolutions for Borrowersecretary of Swiss Borrower attaching (i) certificates issued by the Registrar of Companies, (ii) corporate consents and (iii) copies of the Articles of Incorporation and By-laws; (fe) certified copies, dated as of a recent date, of financing statement and other lien filing searches, as Bank may request, accompanied by written evidence (including any UCC termination statements/release documentation) 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; (f) current excerpt from debt collection register for Swiss Borrower; (g) the Perfection Certificate of each Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third partyFlash Global Logistics, together with the duly executed signatures thereto; (i) a legal opinion of Bank’s Swiss counsel in respect of Swiss Borrower (authority authority/enforceability), in form and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature theretosubstance acceptable to Bank; (j) a legal opinion of Bank’s UK counsel in respect of enforceability of the Charge Over Blocked Account and Receivables with respect to Swiss Borrower, in form and substance acceptable to Bank; (k) letter appointing a process agent in England for Swiss Borrower; (l) evidence satisfactory to Bank that the insurance policies and endorsements of US Borrower required by Section 6.5 hereof 6.7 of this Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or and additional insured clauses or endorsements in favor of and cancellation notice to Bank; (m) with respect to the initial Advance, a completed Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrowers’ Accounts); and (kn) payment of the fees and Bank Expenses then due and invoiced by Bank to either Borrower as specified in Section 2.3 2.6 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension Advance 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) Borrowers shall have delivered duly executed original signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments to which each is a party; (b) Borrowers shall have delivered duly executed original signatures to the Loan DocumentsControl Agreements; (c) the Starvox shall have delivered a warrant to purchase 300,000 shares of its Series A Preferred Stock, in form and substance satisfactory to Bank; (d) Borrowers shall have delivered their Operating Documents and long-form a good standing certificates certificate of each Borrower certified by the Secretary of State of Delaware the State of California and each jurisdiction in which Borrower is qualified to conduct businessstate of its organization, each if different, as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) Borrowers shall have delivered duly executed pdf original signatures to the completed Borrowing Resolutions for each Borrower; (f) Borrowers shall have delivered the Subordination Agreements duly executed by each of Carolia Partners, Destar, LLC, DSAM Fund, LP, Dx. Xxxx Xxxxxxxx, Nxxx Xxxxxxxxx, Lyrical Multi-Manager Fund, LP, Lyrical Multi-Manager Offshore Fund, Ltd., Whethervane Capital Partners LP, Wxxxxxx Asset Management, Novus Ventures II LP, Dxx Xxxxxxx, Dxxxx Xxxxx, Txxxxx Capital Master Fund, Ltd., Mxxx Xxxx, Dxxxxxx Xxxx and USWD in favor of Bank; (g) Borrowers shall have delivered a payoff letter from Sandhill Capital; (h) Borrowers shall have delivered evidence that the Liens securing Indebtedness owed by Borrower to Sandhill Capital, Covad Communications and M&T will be terminated and 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 Advance, be terminated. (i) 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 ExtensionAdvance, will be terminated or released; (gj) the Borrowers shall have delivered a Perfection Certificate of executed by each Borrower, together with the duly executed signature thereto; (hk) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) Borrowers shall have delivered evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 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; (l) Borrowers shall have made application for approval for the issuance of Indebtedness hereunder and the grant of the security interest contained herein with the public utility commissions of Pennsylvania, New York, New Jersey, Delaware and Georgia, and provided to Bank evidence of the same satisfactory to Bank; and (km) payment of Borrowers shall have paid the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of the L/C Issuer and each Lender to make the its initial Credit Extension hereunder is subject to satisfaction of 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 limitationfollowing conditions precedent: (a) duly executed signatures Evidence satisfactory to the Senior Loan Agreement and satisfaction Arranger that a minimum of all conditions precedent thereto;$150,000,000 of net proceeds have been received by the MLP from a public offering of MLP common units representing limited partnership interests in the MLP, on terms reasonably satisfactory to the Administrative Agent. (b) duly Receipt by the Administrative Agent of executed signatures to and acknowledged counterparts of (i) the Loan Documents;Assignment of First Lien Notes, Liens and Security Interests, (ii) the Assignment of Second Lien Notes, Liens and Security Interests, and (iii) the Assignment of Third Lien Notes, Liens and Security Interests. (c) The Administrative Agent’s receipt of the Operating Documents following, each of which shall be originals or facsimiles (followed promptly by originals) and long-form good standing unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party or other Person party thereto, each dated the Closing Date (or, in the case of certificates of Borrower certified governmental officials, a recent date before the Closing Date), and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts dated as of the Closing Date of this Agreement, the MLP Guaranty, and the other Collateral Documents including, without limitation, the Collateral Documents covering all assets of each Loan Party including, without limitation, the Borrowing Base Oil and Gas Properties and related Collateral, and all other Loan Documents sufficient in number for distribution to the Administrative Agent each Lender and Borrower; (ii) Revolving Notes executed by the Secretary Borrower in favor of State of Delaware each Lender requesting a Revolving Note, each Revolving Note in a principal amount equal to such Lender’s Revolving Commitment, and each jurisdiction in which Borrower is qualified to conduct business, each Revolving Note dated as of a date no earlier than thirty (30) days prior to the Effective Closing Date; (diii) a secretary’s certificate such certificates of Borrower resolutions or other action, incumbency certificates and/or other certificates of officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it such Loan Party is a party; (eiv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly executed pdf signatures organized or formed, validly existing, and in good standing in the jurisdiction of its organization and is qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the completed Borrowing Resolutions for Borrowerconduct of its business requires such qualification; (fv) certified copies, dated as a certificate signed by a Responsible Officer of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence the Borrower certifying (including any UCC termination statementsA) that the representations and warranties contained in Article V are true and correct in all respects on and as of the Closing Date, (B) that no default or event of default had occurred and was continuing under the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement or Prior Third Lien Credit Agreement as of the Closing Date and all indebtedness thereunder, including principal, interest, fees and expenses, has been refinanced or paid and all loan commitments thereunder have terminated and all Liens indicated in any such financing statements either constitute Permitted Liens or have been released or assigned to the Administrative Agent for the benefit of the Lenders, (C) no Default or Event of Default will exist immediately after closing and the initial Credit Extension under this Agreement, (D) since December 31, 2006 there has occurred no material adverse change in (x) the business, assets, liabilities (actual or contingent), operations or financial condition of the Borrower and Guarantors, taken as a whole, or (y) any of the businesses, assets or liabilities acquired or assumed or being acquired or assumed by the Borrower, (E) that as of the Closing Date there are no environmental or legal issues affecting any Loan Party or any of the Collateral which could reasonably be expected to have a Material Adverse Effect, (F) all material governmental and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the initial Credit Extension, will be terminated or released; (g) financing contemplated by this Agreement and the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as continuing operation of the Effective Date together with the duly executed pdf signature thereto; (j) evidence satisfactory to Bank that the insurance policies Borrower and endorsements required by Section 6.5 hereof its Subsidiaries have been obtained and are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and (G) no action, suit, investigation or endorsements proceeding is pending or, to the knowledge of such Responsible Officer, threatened in favor any court or before any arbitrator or governmental authority by or against the Borrower, any Guarantor, the General Partner, or any of Bank; andtheir respective properties, that (x) could reasonably be expected to materially and adversely affect the Borrower and the Guarantors, taken as a whole, or (z) seeks to affect or pertains to any transaction contemplated hereby or the ability of the Borrower or any Guarantor to perform its obligations under the Loan Documents; (kvi) payment a Compliance Certificate of a Responsible Officer of the fees and Bank Expenses then due as Borrower using a calculation methodology approved by the Arranger demonstrating compliance with all financial covenants specified in Section 2.3 hereof.7.16 on a pro forma rolling four quarter basis for the period ending September 30, 2007 (or if unavailable for that period, for the period ending June 30, 2007); (vii) a certificate of a Responsible Officer of the Borrower (a) as to the satisfaction of all conditions specified in this Section 4.01 and Section 4.02, (b) providing a five-year financial forecast for the Borrower and its Subsidiaries on a consolidated basis, (c) certifying that the Borrower has entered into Swap Contracts covering at least 80% of estimated net production from Proved Developed Producing Reserves through December 31, 2010 and attaching copies of such Swap Contracts, and (d) providing such other financial information as the Administrative Agent may reasonably request;

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (b) the Debentures; (c) the IP Agreement; (d) Certificate of the Chief Financial Officer of Ltd with respect to articles, incumbency and resolutions authorizing the execution and delivery of this Agreement; (e) Inc’s Operating Documents and long-a long form good standing certificates certificate of Borrower certified by the Secretary of State of the State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (df) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed and executed Borrowing Resolutions for each Borrower; (fg) certified copies, dated as of a recent date, of financing statement 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 either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gh) the Perfection Certificate of each Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto(authority/enforceability) in form and substance acceptable to Bank; (j) 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 and collation notice to Bank (including certificates on Xxxxx 25 and Xxxxx 28forms and endorsements to the policies reflecting the same); (k) consent to charge and security interest from all applicable Israeli banks and depository institutions; (l) evidence satisfactory to Bank that all filings required to have been made pursuant to the Debentures, the Deed of Pledge and the other Loan Documents have been made to secure a first-ranking Lien in favor of Bankthe 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 shall have been taken and all consents and other authorizations shall have been obtained prior to the initial Credit Extension, all in accordance with the terms of the Debenture and the other Loan Documents; and (km) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) Borrower’s duly executed signatures to the Loan Documents; (b) the Borrower’s and the depository bank’s duly executed signatures to the Control Agreement(s), if any; (c) the Operating Documents and Documents, a long-form good standing certificates certificate of Borrower certified by the Secretary of State of Delaware the State of Delaware, and long-form good standing certificates (or the equivalent thereof) of Borrower certified by each jurisdiction in which Borrower is qualified to conduct businessof the Secretary of State of the State of Texas, each as the Secretary of a date no earlier than thirty (30) days prior to State of the Effective DateState of Illinois and the Secretary of State of the State of California; (d) a duly executed secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions Borrowing Resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures signature to the completed Borrowing Resolutions for Borrowera payoff letter from BioPharma; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to BioPharma 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; (g) certified 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; (gh) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto; (j) evidence satisfactory with respect to the initial Advance, the completion of the Initial Audit; (k) with respect to the initial Advance, a completed Borrowing Base Report (and any schedules related thereto and including any other information requested by 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 Bankrespect to Borrower’s Accounts); and (kl) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.8 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial 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 signatures to the Senior Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed signatures to establishment of the Loan DocumentsCash Collateral Account; (c) the Operating Documents and (i) a long-form good standing certificates certificate of Borrower certified by the Secretary of State of Delaware and (ii) a certificate of good standing/foreign qualification certified by the Secretary of State (or equivalent agency) of each jurisdiction in which Borrower is qualified to conduct businessof California, Massachusetts, North Carolina, New York, Ohio and Virginia, each of (i) and (ii) as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s corporate borrowing certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower; (f) certified 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; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf original signature thereto; (i) Intellectual Property search results and completed exhibits to the IP Agreement; (j) evidence satisfactory with respect to the initial Advance, a completed Borrowing Base Statement (and any schedules related thereto and including any other information requested by Bank that with respect to Borrower’s Accounts); (k) completed and executed logo consent form for Bank to use Borrower’s name and logo, for the insurance policies sole purposes of (i) preparing a “tombstone” to highlight the transaction (in a form acceptable to Borrower and endorsements required Bank) and (ii) issuing a press release (in a form acceptable to Borrower and Bank) highlighting and summarizing the credit facilities extended by Section 6.5 hereof are in full force Bank to Borrower under this Agreement for marketing purposes; (l) the opening of the Pledged Bank Services Account and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor delivery of Bankthe corresponding Bank Services Cash Pledge Agreement relating to such account (the “Bank Services Pledged Account Agreement”); and (km) payment of the fees and Bank Expenses then due as specified in Section 2.3 2.9 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension provided for hereunder, is subject to the condition precedent that fulfillment, to the satisfaction of Bank (the making of such initial extension of credit by Bank being conclusively deemed to be its satisfaction or waiver of the following), of each of the following conditions precedent: (a) Bank shall have receivedreceived a filing authorization, duly executed by each Borrower and each Guarantor, together with appropriate financing statements duly filed in such office or offices as may be necessary or, in the opinion of Bank, desirable to perfect the Bank’s Liens in and to the Collateral, and Bank shall have received searches reflecting the filing of all such financing statements; (b) Bank shall have received each of the following documents, in form and substance satisfactory to Bank, such documentsduly executed, and completion of each such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationdocument shall be in full force and effect: (ai) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto;Control Agreements, (bii) duly executed signatures to the Loan Documents;Intercompany Subordination Agreement, (iii) the Stock Pledge Agreements, together with all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, (iv) the Joint and Several Borrower Rider, (v) the Negative Pledge Agreement, (vi) the Guaranties, and (vii) the Security Agreements. (c) the Operating Documents and long-form good standing certificates of Borrower certified by Bank shall have received borrowing resolutions from the Secretary of State of Delaware each Borrower and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty Guarantor (30i) days prior attesting to the Effective Date; resolutions of each such Person’s Board of Directors (dor other governing body) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documentsauthorizing its execution, incumbencydelivery, specimen signatures and resolutions authorizing the execution and delivery performance of this Agreement and the other Loan Documents to which it such Person is a party, (ii) authorizing specific officers of such Person to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of such Person; (d) Bank shall have received copies of the Governing Documents, as amended, modified, or supplemented to the Effective Date, of each Borrower and Guarantor certified by the applicable Secretary of each such Person; (e) duly executed pdf signatures Bank shall have received a certificate of status with respect to each Borrower and Guarantor, dated within 10 days of the completed Borrowing Resolutions for BorrowerEffective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Person, which certificate shall indicate that such Person is in good standing in such jurisdiction; (f) certified copiesBank shall have received certificates of status with respect to the Company and 3D California, each dated as within 30 days of a recent datethe Effective Date, such certificates to be issued by (i) in the case of financing statement searchesthe Company, as Bank may requestthe Colorado and California Secretaries of State and (ii) the case of 3D California, accompanied by written evidence (including any UCC termination statements) the Colorado Secretary of State, and which certificates shall indicate that the Liens indicated each such Person is in any good standing in such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or releasedjurisdictions; (g) the Perfection Certificate Bank shall have received a certificate of Borrowerinsurance, together with the duly executed signature endorsements thereto, as are required by Section 6.5, the form and substance of which shall be satisfactory to Bank; (h) except as Bank shall have received an opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, special counsel to Excluded Sitesthe Borrowers, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures theretoform and substance satisfactory to Bank; (i) Bank shall have received satisfactory evidence (including a legal opinion (authority and enforceability) of Borrower’s counsel dated as certificate of the Effective Date together with chief financial officer of the duly executed pdf signature theretoCompany) that all tax returns required to be filed by the Company and its Subsidiaries have been timely filed, and all taxes shown upon such returns as due have been paid and all other taxes upon each of the Company and its Subsidiaries or their properties, assets, income, and franchises (including Real Property taxes, sales taxes, and payroll taxes) have been paid prior to delinquency, except (i) those taxes being contested in good faith, through appropriate proceedings and for which the relevant Borrower has established adequate reserves under GAAP or (ii) to the extent the failure to file any such tax returns or pay any such tax could not reasonably be expected to result in a Material Adverse Change; (j) evidence satisfactory the Company shall have paid all Bank Expenses incurred in connection with the transactions contemplated by this Agreement, 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 Bankextent invoices therefor have been presented to the Company; and (k) payment of all other documents and legal matters in connection with the fees transactions contemplated by this Agreement shall have been delivered, executed, or recorded and Bank Expenses then due as specified shall be in Section 2.3 hereofform and substance satisfactory to Bank.