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) the Loan Documents; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing 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; (e) the completed and executed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank 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) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books 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 2.9 of this Agreement.

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) duly executed original signatures to the Warrant; (c) duly executed original signatures to the SVB Control Agreement and any other Control Agreement required by BankAgreements; (d) Borrower’s Operating Documents and a good standing 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; (e) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank 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 original signature signatures thereto; (h) a copy of its Registration Rights Agreement, Investors’ Rights Agreement Agreement, and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kj) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.7 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) duly executed original signatures to the WarrantControl Agreement; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing 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; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (ig) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension on or after the Effective Date is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:; (a) duly executed original signatures to the Loan DocumentsWarrant dated as of the Effective Date; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing 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; (ec) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fd) certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (he) a copy of its Investors’ Rights Agreement and any amendments thereto; (if) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kg) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 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 Loan Documents; (b) duly executed original signatures to the WarrantControl Agreement; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing 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; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (e) duly executed original signatures to the Intercreditor Agreement; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank 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) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 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 Loan Documents; (b) the Warrantoriginal Intercompany Notes; (c) duly executed original signatures to the SVB Control Agreement and any other Control Agreement required by BankWarrant; (d) duly executed original signatures to the completed Corporate Borrowing Certificates for each Borrower’s Operating Documents and a , plus all exhibits thereto; (e) except as set forth in Section 3.3, good standing certificate certificates/certificates of Borrower certified by foreign qualification from the Secretary Secretaries of State of the State States of Delaware Delaware, New York and North Carolina for each Borrower, as of a date applicable, dated no earlier later than thirty (30) 30 days prior to the Effective Date; (e) the completed and executed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank 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 each Borrower, together with the duly executed original signature signatures thereto; (g) completion of the Initial Audit by Bank; (h) a copy of its Parent’s Investors’ Rights Agreement, Right of First Refusal and Co-Sale Agreement and Voting Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kj) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 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) the duly executed Loan Documents; (b) the Warrantduly executed Mezzanine Loan Documents and satisfaction (or waiver) of all conditions precedent therein; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents of Xxxxxxxx and a long-form good standing certificate certificates of Borrower certified by the Secretary of State of the State of Delaware Delaware, as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) the completed certificate duly executed by a Responsible Officer or secretary of Borrower with respect to Xxxxxxxx’s (i) Operating Documents and executed (ii) Borrowing Resolutions for BorrowerResolutions; (fe) certified copies, dated as of a recent date, of searches for financing statement searches, as Bank shall 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 Perfection Certificate of Borrower, together with the duly executed original signature theretoPerfection Certificate; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (ig) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.4 of this Agreement 5.8 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) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement1.4.

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) duly executed original signatures to the WarrantControl Agreements required by Section 6.6(b); (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State States of Delaware and California as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (ig) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 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) the Loan Documents; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement Agreements required by Bank; (dc) Borrower’s Operating Documents and a long form good standing certificate of each 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; (ed) the completed and executed Borrowing Resolutions for each Borrower; (fe) certified copies, dated as of a recent date, of financing statement searches, as Bank 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 each Borrower, together with the duly executed original signature thereto; (hg) a copy First Amendment to and Ratification of its Investors’ Rights Subordination Agreement and any amendments theretoby Xxxx X. Xxxxxxxx; (ih) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or and additional insured clauses or and cancellation notice to Bank (including certificates on Xxxxx 25 and Xxxxx 28 forms and endorsements in favor of Bankto the policies reflecting the same) with respect to each Borrower; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 2.10 of this Agreement.; and

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 Borrower; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) a Guaranty from the UK Guarantor; (d) a Share Charge executed by the UK Guarantor together with the certificates for the shares charged thereby and transfers of these executed but undated and with the transferee left blank and together also with a Members’ Resolution of the Borrower amending its Articles of Association; (e) a Guaranty from the U.S. Guarantor; (f) a certificate of the Secretary of each Guarantor with respect to incumbency and resolutions authorizing the execution and delivery of its respective Guaranty; (g) legal opinion from Borrower’s counsel, in a form acceptable to Bank; (h) payoff letter from CapitalSource Finance LLC and any documents required to terminate its security interest in Borrower’s assets; (i) the Debenture executed by Borrower; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) most recent consolidated financial statements of Parent; (l) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (m) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) the Loan Documents; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing 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; (e) the completed and executed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank 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) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books 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 2.9 of this Agreement.

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) the Loan Documents; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement Agreements required by Bank; (dc) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware California as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) the completed and executed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (hg) a copy of its Investors’ Rights Agreement and any amendments thereto; (ih) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or and additional insured clauses or endorsements in favor of Bank; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 2.10 of this Agreement.

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 Loan DocumentsDocuments to which it is a party; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s its Operating Documents and a good standing 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; (ec) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fd) certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (e) the Perfection Certificate(s) executed by Borrower; (f) insurance certificates evidencing the policies and/or endorsements required pursuant to Section 6.3 hereof; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books Initial Audit with results satisfactory to Bank in its sole and absolute discretion; provided, however, Borrower may request Equipment Advances prior to such Initial Audit; and (kh) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 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 Loan Documents; (b) duly executed original signatures to the WarrantControl Agreement[s]; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) each Borrower’s Operating Documents and a good standing certificate of each 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; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrowers; (e) the completed and Subordination Agreement by Michigan Economic Development Corporation in favor of Bank, together with the duly executed Borrowing Resolutions for Borroweroriginal signatures thereto; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank 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 Certificate(s) of each Borrower, together with the duly executed original signature signature[s] thereto; (h) a copy of its Investors’ Rights Agreement and any amendments theretopayoff letter from Private Bank; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement are in full force a payoff letter from Xxxxx Xxxxxx and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of BankXxxxx Xxxxxxxxxx; (j) prior the insurance policies and/or endorsements required pursuant to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretionthis Agreement; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank 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 Loan DocumentsDocuments to which it is a party; (b) duly executed original signatures to the WarrantControl Agreement[s]; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s its Operating Documents and a good standing 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; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied ; (f) the Perfection Certificate executed 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 releasedBorrower; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto;[reserved] (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.5 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 Loan Documents; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) except as provided for in Section 3.3 below, Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware (Secretary of State of the State of Washington with respect to Sitescout Corporation) as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fd) certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (ge) the Perfection Certificate of Borrower, together with the duly executed original signature signatures thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (if) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kg) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 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) the Loan Documents; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement Agreements required by Bank; (dc) Borrower’s Operating Documents and a good standing 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; (ed) the completed and executed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (hg) a copy legal opinion of its Investors’ Rights Agreement Borrower’s counsel (authority/enforceability), in form and any amendments theretosubstance acceptable to Bank; (ih) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or and cancellation notice to Bank (including certificates on Xxxxx 25 and Xxxxx 28 forms and endorsements in favor to the policies reflecting the same); (i) the completion of Bankthe Initial Audit; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books 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 2.9 2.10 of this Agreement; and (m) Certificates of Foreign Qualification (as applicable).

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) the Loan Documents; (b) the Warrant; (c) the SVB any Control Agreement and any other Control Agreement Agreements required by Bank; (dc) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware Maryland as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) the completed and executed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of financing statement searches, as Bank 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 bailee agreement in favor of Bank from OHL International; (h) a copy of its Investors’ Rights Agreement and any amendments theretothe IP Agreement; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books 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 2.9 2.12 of this Agreement.