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

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan is subject to the condition precedent that Collateral Agent shall consent to or shall have received, in form and substance satisfactory to Collateral Agent, such documents, and completion of such other matters, as Collateral Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent certified by the Registrar of Companies of the Province of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s); (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (n) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) Borrower shall have delivered duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (ie) Collateral Agent If Borrower has entered or concurrently herewith Borrower enters into a loan facility with Horizon Technology Funding Company, LLC, Borrower shall have delivered the Subordination Agreement duly executed by Horizon Technology Funding Company, LLC in favor of Bank; (f) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jg) a landlord’s consent Borrower shall have delivered the Perfection Certificate(s) executed in favor of Collateral Agent in respect of each by Borrower’s leased location(s); (kh) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that Borrower shall have delivered the insurance policies and/or endorsements required by pursuant to Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lendershereof; and (ni) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s Lenders’ obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or shall have received, in form and substance satisfactory to Collateral Agent, such documents, and completion of such other matters, as Collateral Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly Duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicableAgreement[s]; (c) duly Duly executed original Secured Promissory Notes in favor of each Lender according signatures to its Commitment Percentagethe VCOC Letter; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly Duly executed in blanksignatures Right to Invest Letter; (e) the Borrower shall have delivered its Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior Duly executed original signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent shall have received certified Certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;. (jh) Borrower shall have delivered a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s)Agent; (ki) Borrower shall have delivered a legal opinion of Borrowers’ Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (lj) duly executed original signatures to the Investment LetterBorrower shall have delivered a copy of its Registration Rights Agreement and/or Investors’ Rights Agreement, as applicable, and any amendments thereto; (mk) Borrower shall have delivered evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (nl) payment of Borrower shall have paid the fees and Lenders’ Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documentsdocuments (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10), and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrowers shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrowers shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent each Borrower certified (in original form) by the Registrar Secretary of Companies State of the Province its jurisdiction of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each incorporation as of a date no earlier than thirty (30) days prior to the Effective Date; (c) Borrowers shall have delivered copies of the Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto; (d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental Authority; (e) Borrowers shall have delivered a payoff letter from Union Bank of California; (f) Borrowers shall have delivered (i) evidence that the Operating Documents Liens securing Indebtedness owed by Borrowers to Union Bank of Protox US California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and good standing certificates (ii) evidence of Protox US certified by (or such documents as Bank shall reasonably require to effect) the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each termination as of a date no earlier than thirty record of (30A) days prior to the Effective Date;such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, Xxxxx Fargo Foothill, Inc. (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of such financing statement searches, searches as Collateral Agent Bank shall requestreasonably request with respect to the assets of Borrowers or Holdings, accompanied by written evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jh) a Borrowers shall have delivered originals of the Perfection Certificate(s) executed by each Borrower and Guarantor; (i) Borrowers shall have delivered an original landlord’s consent executed with respect to each leasehold property of a Borrower in favor of Collateral Agent in respect of each Borrower’s leased location(s)Bank; (kj) a legal opinion Borrowers shall have delivered opinions of Borrowers’ counsel (i) Morris, Nichols, Arsht & Xxxxxxx LLP, special Delaware counsel, and (ii) Xxxxx & XxXxxxxx LLP, special California counsel, each dated as of the Effective Date together with the duly executed original signatures thereto; (lk) Holdings shall have delivered a duly executed original signatures signature (or facsimile copies thereof to the Investment LetterGuaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings; (ml) evidence Borrowers shall have delivered certificates of insurance satisfactory to Collateral Agent Bank evidencing that the insurance policies required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing and containing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for Bank to the ratable benefit of the Lendersextent required thereunder; and (nm) payment of Borrowers shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly Duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicablethe Warrant; (c) duly Duly executed original Secured Promissory Notes in favor of each Lender according signatures to its Commitment Percentagethe Control Agreement[s]; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Borrower shall have delivered its Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior Duly executed original signatures to the Effective Date; (g) the Perfection Certificate completed Borrowing Resolutions for each Borrower; (hf) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC Code termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jg) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s); (k) Borrower shall have delivered a legal opinion of Borrowers’ Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (lh) duly executed original signatures to the Investment LetterBorrower shall have delivered a copy of its Registration Rights Agreement/Investors’ Rights Agreement/Antidilution Agreement and any amendments thereto; (mi) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (nj) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension under this Agreement is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent may reasonably deem necessary or appropriate, including, without limitationthe following: (a) scanned copies of the duly executed original signatures to the Loan Documents to which each Borrower is a partybe entered into on the Effective Date, including this Agreement, the Fee Letter and the Perfection Certificate; (b) duly executed original signatures to Control Agreements, or similar, with respect to each scanned copies of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a long-form good standing certificate certificates of Parent each Loan Party certified by the Registrar Secretary of Companies State (or equivalent agency) of the Province such Loan Party’s jurisdiction of British Columbia organization or formation and each other jurisdiction in which Parent such Loan Party is qualified to conduct business except where the failure to do so could not reasonably be expected to have a material adverse effect on such Loan Party’s business, each as of a date no earlier than thirty ten (3010) days prior to the Effective Date; (fc) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State scanned copies of the State of Delaware, California and completed Borrowing Resolutions for each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective DateLoan Party; (gd) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent shall have received scanned certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (je) a landlord’s consent executed copies of proper financing statements, to be filed on the Effective Date under the Code of all jurisdictions that Bank may deem necessary or desirable in favor of Collateral Agent in respect of each Borrower’s leased location(s)order to perfect the Liens created hereunder, covering the Collateral; (kf) a scanned copy of an executed legal opinion of Borrowers’ counsel of each Loan Party dated as of the Effective Date together with the duly executed original signatures theretoDate; (l) duly executed original signatures to the Investment Letter; (mg) evidence satisfactory to Collateral Agent Bank that the insurance policies and endorsements required by Section 6.5 6.07 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 Collateral AgentBank; (h) scanned copies of the (i) documentation and other information requested by Bank in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case at least five (5) days prior to the Effective Date and (ii) at least five (5) days prior to the Effective Date, if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification; (i) scanned copy of a Borrowing Base Certificate for the ratable benefit period ending October 31, 2020; (j) Bank shall have completed a due diligence investigation of Borrower and its Subsidiaries in scope, and with results, satisfactory to Bank, and shall have been given such access to the management, records, books of account, contracts and properties of Borrower and its Subsidiaries and shall have received such financial, business and other information regarding each of the Lenders; andforegoing Persons and businesses as Bank shall have requested; (nk) no Material Adverse Change shall have occurred since January 31, 2020; (l) upon Bank confirming in writing to Borrower that all other conditions precedent set forth in Sections 3.01 and 3.02 have been satisfied, payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.05 hereof, including any fees pursuant to Section 2.05(a); and (m) all certificates or other instruments representing or evidencing any Pledged Interests, accompanied by appropriate duly executed instruments of transfer or assignment (including, without limitation, stock powers and irrevocable proxies) in blank.

Conditions Precedent to Initial Credit Extension. Each LenderSubject to the terms in Section 3.2, Bank’s obligation to make a Term Loan the initial Credit Extension (but excluding the initial EXIM Advance) is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower is a party(but excluding the EXIM Loan Documents); (b) duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicableAgreement; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Borrower’s Operating Documents of Parent and a (i) good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia Delaware and each other jurisdiction in which Parent is qualified to conduct business(ii) foreign qualification certificate certified 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; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (hd) duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (e) duly executed original signature to a payoff letter from TriplePoint in connection with the Existing TriplePoint Loan Facility; (f) evidence that (i) Collateral Agent shall the Liens securing Indebtedness owed by Borrower to TriplePoint 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 received or will, concurrently with the initial Credit Extension, be terminated. (g) certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jh) a landlord’s consent executed in favor the Perfection Certificate of Collateral Agent in respect of each Borrower’s leased location(s); (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date , together with the duly executed original signatures signature thereto; (l) duly executed original signatures to the Investment Letter; (mi) evidence satisfactory to Collateral Agent Bank that the insurance policies 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 Collateral Agent, for the ratable benefit of the LendersBank; and (nj) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures of Borrower to the Loan Documents to which each Borrower it is a party; (b) duly Duly executed original signatures of Borrower to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicableAgreement[s]; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior Duly executed signatures to the Effective Date; (g) the Perfection Certificate completed Borrowing Resolutions for each Borrower; (he) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC Code termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) Borrower shall have delivered a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s)Bank; (kg) Borrower shall have delivered a legal opinion of Borrowers’ Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (lh) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence reasonably satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (ni) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension hereunder on or after the Effective Date is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) Borrower shall have delivered duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicableif any; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province applicable state of British Columbia and each other jurisdiction in which Parent is qualified to conduct businessincorporation or organization of Borrower, each dated as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (ie) Collateral Agent Borrower shall have delivered the Subordination Agreement duly executed by any holder of Subordinated Debt as required by Bank, in favor of Bank; (f) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jg) Borrower shall have delivered the Perfection Certificate executed by Borrower and each Guarantor; (h) Borrower shall have delivered a landlord’s consent executed by each landlord of Borrower as required by Bank, in favor of Collateral Agent in respect of each Borrower’s leased location(s)Bank; (ki) Borrower shall have delivered a bailee’s/warehouseman’s waiver executed by each bailee, if any, of Borrower as required by Bank, in favor of Bank; (j) Borrower shall have delivered a legal opinion of Borrowers’ Borrower’s counsel as to authority and enforceability, dated as of the Effective Date together with the duly executed original signatures thereto; (lk) Borrower shall have delivered the duly executed original signatures to each Guaranty, together with the Investment Lettercompleted Borrowing Resolutions for Guarantor; (l) Borrower shall have delivered the duly executed Alafi Letter of Credit, naming Bank as beneficiary thereunder, in form and substance acceptable to Bank, in its reasonable discretion; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (n) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to delivery of the Subordinated Loan Documents to which each Borrower is a partyAgreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures signature pages to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicablethe Loan Documents; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent for each Borrower and a long-form good standing certificate of Parent certificates certified by the Registrar of Companies of the Province of British Columbia and proper authority for each other jurisdiction in which Parent each Borrower is qualified incorporated, organized or is otherwise authorized to conduct businessdo business as a foreign entity (as required by Bank), each as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior duly executed original signature pages to the Effective Date; (g) the Perfection Secretary’s Certificate of each Borrower with completed Borrowing Resolutions for each Borrower; (he) duly executed original signatures signature pages to an officerthe Canadian Guaranty, together with Secretary’s certificate Certificate and completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral AgentCanadian Guarantor; (f) duly executed signature to a payoff letter from Comerica Bank, N.A. (“Prior Lender”), identifying the amount required to be paid to Prior Lender to fully satisfy outstanding obligations owed by the Borrower to Prior Lender as of the date of the initial Credit Extension; (g) evidence that (i) Collateral Agent shall the Liens securing Indebtedness owed by the 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 received or will, concurrently with or promptly following the initial Credit Extension, be terminated; (h) certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) the Perfection Certificate of each Borrower and Guarantor, together with the duly executed original signature pages thereto; (j) a landlordbailee’s/warehouseman’s consent waiver executed by each bailee, if any, of Borrower as required by Bank, in favor of Collateral Agent in respect of each Borrower’s leased location(s)Bank; (k) a legal opinion of Borrowers’ counsel Borrower’s counsel, in form and substance acceptable to Bank, in its reasonable discretion, dated as of the Effective Date Date, together with the duly executed original signatures signature pages thereto; (l) legal opinion of Borrower’s Canadian counsel in respect of Canadian Guarantor, in form and substance acceptable to Bank, dated as of the Effective Date, together with the duly executed original signatures to the Investment Letterthereto; (m) evidence satisfactory to Collateral Agent Bank that the insurance policies 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 Collateral Agent, for the ratable benefit of the LendersBank; and (n) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent Borrower shall consent to or shall have receiveddelivered, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party, including this Agreement, and one or more Control Agreements relative to all Collateral Accounts maintained with any affiliate of Bank; (b) Borrower, Gold Hill, and Bank shall have entered into the amendments to the 2005 Loan Agreement and the GH-SVB Intercreditor Agreement referenced in Recital II above and such amendments shall be in full force and effect; (c) Borrower shall have delivered duly executed original signatures to one or more Control AgreementsAgreements relative to all Collateral Accounts maintained with any institution (other than Bank or any affiliate of Bank), or similar, with respect except to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentagethe extent expressly not required under Section 6.8(b); (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Borrower shall have delivered its Operating Documents of Parent and a good standing certificate of Parent certified by the Registrar of Companies of the Province of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US Borrower certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective DateDate acceptable to Bank in its good faith business judgment; (ge) the Perfection Certificate for each Borrower; (h) Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (if) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jg) a landlord’s consent Borrower shall have delivered the Perfection Certificate(s) executed in favor of Collateral Agent in respect of each by Borrower’s leased location(s); (kh) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto;[reserved] (li) duly executed original signatures to the Investment Letter;[reserved] (mj) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (nk) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fc) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior Duly executed original signatures to the Effective DateWarrant; (gd) Duly executed original signatures to the Perfection Certificate completed Borrowing Resolutions for each Borrower; (he) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) Borrower shall have delivered a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s)Bank together with the duly executed original signatures thereto; (kg) Borrower shall have delivered a legal opinion of Borrowers’ Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (lh) duly executed original signatures to the Investment LetterBorrower shall have delivered a copy of its Investor Rights Agreement and any amendments thereto; (mi) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (nj) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent Borrower shall consent to or shall have receiveddelivered, in form and substance satisfactory to Collateral AgentLenders, such documents, and completion of such other matters, as Collateral Agent Lenders may reasonably deem necessary or appropriate, including, without limitation: (a) Agent shall have received duly executed original signatures to the Loan Documents to which each Borrower is a party; (b) Agent shall have received duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicableAgreement[s]; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Agent shall have received Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Agent shall have received duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (ie) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) a landlord’s consent Agent shall have received the Perfection Certificate executed in favor of Collateral Agent in respect of each by Borrower’s leased location(s); (kg) Agent shall have received a legal opinion of Borrowers’ Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (lh) duly executed original signatures BlueCrest shall have (i) assigned to another Lender (the Investment Letter“Assignee Lender”) a seventy percent (70%) Commitment Percentage under the Growth Capital Line and all rights, remedies and obligations in connection therewith, and resigned as Agent and agreed to permit such Assignee Lender to become the Agent and Arranger; (mi) evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (n) shall have received payment of the fees and Lenders’ ' Expenses then due as specified in Section 2.5 2.3 hereof; and (j) Agent shall have received evidence, satisfactory to Agent, that all Liens set forth in clause (l) of the definition of “Permitted Liens” have been terminated.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan the initial Credit Extension hereunder is subject to the condition precedent that Collateral Agent shall consent to or shall have received, in form and substance satisfactory to Collateral AgentAgent and the Lenders, such documents, and completion of such other matters, as Collateral Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower is a partyDocuments; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicablethe Warrant; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a long-form good standing certificate certificates of Parent Borrower certified by the Registrar Secretary of Companies State of the Province of British Columbia Delaware and each other jurisdiction in which Parent 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 Borrower with respect to Borrower’s Operating Documents, incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (e) duly executed signatures to the completed Borrowing Resolutions for Borrower; (f) a subordination agreement from the Operating Documents creditors in connection with the Subordinated Debt Event in favor of Protox US Agent and good standing certificates of Protox US certified by the Secretary of State of Lenders, together with the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Dateduly executed signatures thereto; (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jh) a landlord’s consent executed in favor the Perfection Certificate of Collateral Agent in respect of each Borrower’s leased location(s); (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date , together with the duly executed original signatures signature thereto; (li) duly executed original signatures to evidence that the Investment LetterSubordinated Debt Event has occurred; (mj) evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (nk) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Lender shall have received, in form and substance satisfactory to Collateral AgentLender, such documents, and completion of such other matters, as Collateral Agent Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower is a partyDocuments; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate certificates of Parent Borrower certified by the Registrar Secretary of Companies State (or equivalent agency) of the Province Borrower’s jurisdiction of British Columbia and each other jurisdiction in which Parent is qualified to conduct businessorganization or formation, each as of a date no earlier than thirty (30) days prior to the Effective Date; (fc) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the Operating execution and delivery of this Agreement and the other Loan Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in to which Protox US it is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Dateparty; (g) the Perfection Certificate for each Borrower; (hd) duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for Borrower; (e) the Perfection Certificate(s) of each Borrower, in a form acceptable to Collateral Agenttogether with the duly executed original signatures thereto; (if) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall Lender may request, accompanied and Lender’s satisfaction that all Liens securing Indebtedness for borrowed money owed by written evidence (including any UCC termination statements) that the Liens indicated Borrower and disclosed in any such financing statement searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or releasedterminated, except for those Liens acceptable to Lender in its sole discretion; (jg) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s); (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures completed exhibits to the Investment Letter; (m) evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersIP Agreement; and (nh) payment of the fees and Lenders’ Lender Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) Borrower shall have delivered duly executed original signatures to the Control AgreementsAgreement by and among Borrower, or similar, with respect to each of Borrowers’ deposit Bank and securities accounts, as applicableFirst Bank & Trust; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent certified by the Registrar of Companies of the Province of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US Borrower certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty ; (30d) days prior Borrower shall have delivered duly executed original signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (e) Borrower shall have delivered a payoff letter from First Bank & Trust; (f) Borrower shall have delivered evidence that (i) the Liens securing Indebtedness owed by Borrower to First Bank & Trust 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) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jh) a landlord’s consent Borrower shall have delivered the Perfection Certificate executed in favor of Collateral Agent in respect of each by Borrower’s leased location(s); (ki) Borrower shall have delivered a legal opinion of Borrowers’ Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (lj) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (nk) payment Borrower shall have delivered executed true and complete copies of the KLH selling shareholders notes; and (l) Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly Duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicableif any; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Borrower’s Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province jurisdiction of British Columbia and incorporation of each other jurisdiction in which Parent is qualified to conduct business, each Borrower as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Secretary’s Certificate with completed Borrowing Resolutions for each Borrower; (he) A duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral AgentFederal Reserve Form U-1 (Regulation U); (if) Collateral Agent shall have received certified Certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jg) a landlord’s consent The Perfection Certificate executed in favor of Collateral Agent in respect of each by Borrower’s leased location(s), together with the duly executed original signatures thereto; (kh) a A legal opinion of Borrowers’ Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (ni) payment Payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Each of Borrower and Guarantor shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) Borrower shall have delivered duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province States of British Columbia Delaware, California and each other jurisdiction in which Parent is qualified to conduct business, each Florida as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (ie) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) Borrower shall have delivered the Perfection Certificate(s) executed by Borrower and Guarantor; (g) Borrower shall have delivered a landlord’s consent with respect to the Borrower’s leased property located in Ocala, Florida, executed by E&E investments in favor of Collateral Agent in respect of each Borrower’s leased location(s)Bank; (kh) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (ni) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) Borrower shall have delivered duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicableAgreement[s]; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each California as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (ie) Collateral Agent Borrower shall have delivered the Intercreditor Agreement duly executed by Pinnacle Ventures in favor of Bank; (f) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit ExtensionAdvance, will be terminated or released; (jg) a landlord’s consent Borrower shall have delivered the Perfection Certificate(s) executed in favor of Collateral Agent in respect of each by Borrower’s leased location(s); (kh) a legal opinion of Borrowers’ counsel dated as of Borrower shall have delivered the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures insurance policies and/or endorsements required pursuant to the Investment Letter; (m) Section 6.7 hereof evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (ni) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s Bank's obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fc) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (id) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (je) a landlord’s consent Borrower shall have delivered the Perfection Certificate(s) executed in favor of Collateral Agent in respect of each by Borrower’s leased location(s); (kf) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that Borrower shall have delivered the insurance policies and/or endorsements required by pursuant to Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lendershereof; and (ng) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or and each Lender shall have received, in form and substance satisfactory to Collateral AgentAgent and such Lenders, such documents, and completion of such other matters, as Collateral Agent and such Lenders may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower is a partyDocuments; (b) duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicableAgreement(s); (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a long-form good standing certificate certificates of Parent Borrower certified by the Registrar Secretary of Companies State (or equivalent agency) of the Province Borrower’s jurisdiction of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each organization or formation 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 Borrower; (e) evidence that the Prior Loan Agreement, together with all documents and agreements executed in connection therewith, shall have been terminated and all amounts thereunder shall have been paid in full, it being acknowledged and agreed by SVB, as “Bank” under the Prior Loan Agreement, that (i) SVB waives any prior written notice requirements of such repayment; and (ii) such repayment in full under the Prior Loan Agreement shall not include any “2015 Prepayment Premium” (as such term is defined in the Prior Loan Agreement), and payment of any 2015 Prepayment Premium that otherwise may be due and owing to SVB (as “Bank” under the Prior Loan Agreement) as a result of any such repayment in full is hereby waived in full by SVB (as “Bank” under the Prior Loan Agreement); (f) evidence that (i) the Operating Documents Liens securing the Existing SVB Obligations under the Prior Loan Agreement will be terminated and (ii) the documents and/or filings evidencing the perfection of Protox US and good standing certificates such Liens in favor of Protox US certified by SVB under such Prior Loan Agreement, including without limitation any financing statements and/or control agreements, have or will, concurrently with the Secretary of State of the State of Delawareinitial Credit Extension hereunder, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Datebe terminated; (g) the Perfection Certificate for each of Borrower, together with the duly executed original signature thereto; (h) duly executed original signatures evidence satisfactory to an officer’s certificate for each BorrowerAgent 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 additional insured clauses or endorsements in a form acceptable to Collateral favor of Agent; (i) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed copies of the Subordinated SVB Loan and Security Agreement, together with all documents executed and/or delivered in favor of Collateral Agent in respect of each Borrower’s leased location(s)connection therewith; (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to (i) the Investment LetterLender Intercreditor Agreement; and (ii) the SVB Subordination Agreement; (ml) evidence satisfactory an opinion of Borrower’s counsel in form and covering such matters as are acceptable to Collateral Agent that the insurance policies required by Section 6.5 hereof are Lenders in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenderstheir discretion; and (nm) payment of the fees and Lenders’ Lender Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension hereunder is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) Borrower shall have delivered duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Each Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent such Borrower certified by the Registrar Secretary of Companies State (or equivalent) of the Province applicable state or jurisdiction of British Columbia and each other jurisdiction in which Parent is qualified to conduct businessincorporation or organization of such Borrower, each dated as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior Borrower shall have delivered duly executed original signatures to the Effective Date; (g) the Perfection Certificate completed Borrowing Resolutions for each Borrower; (he) Borrower shall have delivered a Subordination Agreement duly executed original signatures to an officer’s certificate for each Borrowerby any holder of Subordinated Debt, if any, as required by Bank, in a form acceptable to Collateral Agentfavor of Bank; (if) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jg) Borrower shall have delivered the Perfection Certificate(s) executed by each Borrower; (h) Borrower shall have delivered a landlord’s consent executed by each landlord of Borrower as required by Bank, in favor of Collateral Agent in respect of each Borrower’s leased location(s)Bank; (ki) Borrower shall have delivered a bailee’s/warehouseman’s waiver executed by each bailee, if any, of Borrower as required by Bank, in favor of Bank; (j) Borrower shall have delivered a legal opinion of Borrowers’ Borrower’s counsel as to authority and enforceability, dated as of the Effective Date together with the duly executed original signatures thereto; (lk) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (nl) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s Bank's obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly Duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicableAgreement(s); (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior Duly executed original signatures to the Effective Date; (g) the Perfection Certificate completed Borrowing Resolutions for each Borrower; (he) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) a landlord’s consent Borrower shall have delivered the Perfection Certificate executed in favor of Collateral Agent in respect of each by Borrower’s leased location(s); (kg) establishment of a lockbox for all accounts receivable; (h) Borrower shall have delivered a legal opinion of Borrowers’ Borrower's counsel dated as of the Effective Date together with the duly executed original signatures thereto; (li) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (nj) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) Borrower shall have delivered a duly executed original signatures signature to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicablethe Warrant; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (ie) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) a landlord’s consent Borrower shall have delivered the Perfection Certificate(s) executed in favor of Collateral Agent in respect of each by Borrower’s leased location(s); (kg) Borrower shall have delivered a legal opinion copy of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures its Rights Agreement and Stockholder Agreement and any amendments thereto; (lh) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that Borrower shall have delivered the insurance policies and/or endorsements required by pursuant to Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lendershereof; and (ni) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which it (and each Borrower Guarantor) is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fc) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for Borrower and each Borrower, in a form acceptable to Collateral AgentGuarantor; (id) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (je) Borrower shall have delivered the Perfection Certificate(s) executed by Borrower and each Guarantor; (f) Bank shall have received fully executed copies of the Availl Acquisition Documents; (g) Borrower shall have delivered a landlord’s consent executed by the landlord for Borrower’s Texas premises in favor of Collateral Agent in respect of each Borrower’s leased location(s)Bank; (kh) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that Borrower shall have delivered the insurance policies and/or endorsements required by pursuant to Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lendershereof; and (ni) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s Lenders’ obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or shall have received, in form and substance satisfactory to Collateral Agent, such documents, and completion of such other matters, as Collateral Agent may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) Borrower shall have delivered a duly executed original signatures to Control Agreements, or similar, with respect signature to each of Borrowers’ deposit the Warrant to be issued to Bank and securities accounts, as applicablethe Warrant to be issued to Gold Hill; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province States of British Columbia Delaware and each other jurisdiction in which Parent is qualified to conduct business, each California as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (ie) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) a landlord’s consent Borrower shall have delivered the Perfection Certificate executed by Borrower; (g) Borrower shall have delivered the IP Agreement executed by Borrower; (h) Borrower shall have delivered the VC/OC Management Letter Agreement in favor of Collateral Agent in respect of each Borrower’s leased location(s)Gold Hill; (ki) Borrower shall have delivered a legal opinion copy of Borrowersits Amended and Restated Investors’ counsel dated as of the Effective Date together with the duly executed original signatures Rights Agreement and any amendments thereto; (lj) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 6. 5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Agent or Lenders; and (nk) payment of Borrower shall have paid the fees fees, Agent Expenses and Lenders’ Lenders Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fc) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (id) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (je) Borrower shall have delivered the Collateral Information Certificate(s) executed by Borrower; (f) Borrower shall have delivered a landlord’s consent executed by Portola Land Management in favor of Collateral Agent in respect of each Borrower’s leased location(s)Bank; (kg) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 6.4 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (nh) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower and Guarantor certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fc) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior Duly executed original signatures to the Effective Date; (g) the Perfection Certificate completed Borrowing Resolutions for each Borrower; (hd) duly executed original signatures With respect to an officer’s certificate for each Borrowerboth Borrower and Guarantor, in a form acceptable to Collateral Agent; (i) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC Code termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (je) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s)unconditional guaranty by the Guarantor; (kf) security agreement by the Guarantor; (g) Borrower shall have delivered a legal opinion of Borrowers’ Borrower’s and each Guarantor’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (lh) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (ni) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Evidence of the occurrence of the Trigger Event; (b) Completion of the Initial Audit; (c) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (bd) Borrower shall have delivered duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blankAgreement[s]; (e) the Borrower shall have delivered its Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct businessWyoming or Maryland, each as applicable, as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior Borrower shall have delivered duly executed original signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (g) Borrower shall have delivered the Perfection Certificate for each BorrowerSubordination Agreement duly executed by __________ in favor of Bank; (h) duly executed original signatures to an officer’s certificate for each Borrower, in Borrower shall have delivered a form acceptable to Collateral Agentpayoff letter from Chevy Chase Bank; (i) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent Borrower shall have delivered the Perfection Certificates executed in favor of Collateral Agent in respect of each by Borrower’s leased location(s); (k) Borrower shall have delivered landlord’s consents executed by Borrower and the applicable landlord in favor of Bank with respect to each of Borrower’s leased locations; (l) Borrower shall have delivered a legal opinion of Borrowers’ Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (n) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of each Lender to make a Term Loan its initial Credit Extension hereunder is subject to satisfaction (or waiver) of the condition precedent that Collateral Agent shall consent to or shall have received, in form and substance satisfactory to Collateral Agent, such documents, and completion of such other matters, as Collateral Agent 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 original signatures by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Loan Documents to which each Borrower is a partyAdministrative Agent: (i) executed counterparts of this Agreement; (bii) duly executed original signatures to Control Agreements, or similar, with respect to counterparts of each of Borrowers’ deposit and securities accounts, as applicableGuaranty; (ciii) duly a Note executed original Secured Promissory Notes by the relevant Borrower in favor of each Lender according to its Commitment Percentagerequesting a Note, if any; (div) the certificate(sSecurity Agreements, duly executed by each of the relevant Loan Parties, together with, if applicable: (A) for certificates representing the SharesPledged 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 assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent certified by the Registrar of Companies copies of the Province of British Columbia financing statements (or similar documents) disclosed by such searches, and each other jurisdiction in which Parent is qualified to conduct business, each as of a date no earlier than thirty (30) days prior accompanied by evidence reasonably satisfactory to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Administrative Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches either constitute Permitted Liens (or similar document) would be permitted by Section 7.01 or have been oror 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 and protect the Liens created under the Security Agreements, covering the Collateral of the relevant Borrower described in the relevant Security Agreement; (v) the Intellectual Property Security Agreement, duly executed by each of the relevant Borrowers, together with evidence that all action, to the extent reasonably feasible, that is reasonably necessary in order to perfect and protect the Liens on Material Intellectual Property created under the Intellectual Property Security Agreement has been taken; (vi) deeds of trust, trust deeds and mortgages in a form reasonably satisfactory to the Administrative Agent (with such changes as may be reasonably satisfactory to the Administrative Agent to account for local law matters) and covering the properties identified to be mortgaged on Schedule 5.07(c) (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 6.12, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may reasonably deem necessary in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid, (B) fully paid International Loan Policy of Title Insurance with such extended coverage as is available pursuant to the underwriting requirements of the Title Company (to be substantially similar to that provided under an ALTA Extended form policy) (the “Mortgage Policies”) in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by Chicago Title Insurance Company (“CTIC”), insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens), (C) any surveys or maps, for which all necessary fees (where applicable) shall have been paid, as may be required for CTIC to provide the Administrative Agent with extended coverage on the Administrative Agent’s loan title policies, (D) engineering, soils and other reports as to the properties described in the Mortgages, in form and substance and from professional firms reasonably acceptable to the Administrative Agent, (E) access agreements, in form and substance reasonably satisfactory to the Administrative Agent, executed by each of the lessors of the leased real properties listed on Schedule 4.01(a)(vi)(E), giving notice to each lessor of the Administrative Agent’s security interest in any Collateral located in the leased real properties listed on Schedule 4.01(a)(vi)(E), as well as confirming the right of the Administrative Agent or such party as may be directed by the Administrative Agent to enter such leased real property and remove any Collateral located therein or thereon, (F) evidence of the insurance required by the terms of the Mortgages, and (vii) evidence that all other action that the Administrative Agent may reasonably deem necessary in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken; (viii) evidence that all insurance (including without limitation title insurance) required to be maintained pursuant to the Loan Documents 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; (ix) a Request for Credit Extension relating to the initial Credit Extensions in accordance with the requirements hereof; (x) 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, (C) Xxxxx, Xxxxxx-Xxxxxxx y Xxxxxxxxxx, S.C., special Mexico counsel to the Loan Parties, (D) Xxxxxxxx Neto Advogados, Brazilian counsel to the Loan Parties, (E) Xxx, Xxx & Xxx, special Korea counsel to the Loan Parties, (F) O’Melveny & Xxxxx, Tokyo Office, special Japan counsel to the Loan Parties and (G) Azim, Tunku Farik & Xxxx, special Malaysia counsel to the Loan Parties, 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 Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and (xiii) certified copies of each of (A) the Senior Subordinated Notes Documents, (B) the Senior Notes Documents and (C) the Equity Contribution Agreement, 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) There shall not have occurred any event, occurrence or development which, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Acquired Business, in each case since December 31, 2004, except for any such effect (a) to the extent relating to any Excluded Asset or Excluded Liability (each as defined in the Purchase Agreement) and for which the Borrowers, their Subsidiaries, and the Purchased Subsidiaries will have no liability following the Closing in accordance with the terms of the Purchase Agreement, or (b) resulting from or arising in connection with (i) the announcement of the Purchase Agreement or consummation of the transactions specifically contemplated by the Purchase Agreement, (ii) changes or effects affecting generally the industries in which the Acquired Business operates, (iii) changes in Applicable Laws (as defined in the Purchase Agreement) or accounting standards, principles or interpretations of general application, (iv) changes in economic, regulatory or political conditions generally or (v) changes attributable to actions or omissions of the Borrowers or any of their affiliates, other than any action or omission specifically contemplated by the Purchase Agreement; provided that the changes or effects described in clauses (ii) through (iv) shall be disregarded only to the extent that the effect or change is not disproportionately adverse to the Acquired Business compared to other persons operating in the industries in which the Acquired Business operates, taking into account the market position and geographic scope of the Acquired Business. (c) (i) The representations and warranties contained in Article 5, in each case solely as they relate to the BV Borrower and the US Borrower, shall be true and correct in all material respects on and as of the Closing Date and (ii) the Closing Date Representations and Warranties shall be true and correct in all material respects. (d) The Arrangers shall be reasonably satisfied with (x) the Purchase Agreement (including all schedules and exhibits thereto) and (y) all other agreements, instruments and documents relating to the Transactions; and the Purchase Agreement and such other agreements, instruments and documents relating to the Transactions shall not be altered, amended or otherwise changed or supplemented, in each case in any material respect, or any material condition therein waived without the prior written consent of the Arrangers (it being agreed that the final Purchase Agreement dated January 8, 2006 and delivered to the Arrangers on January 8, 2006 is satisfactory to the Arrangers). The Acquisition shall have been consummated in accordance with the terms of the Purchase Agreement. (e) No Default shall exist, or would result from such proposed initial Credit Extension or from the application of the proceeds therefrom. (f) Prior to or substantially contemporaneously with the initial Credit ExtensionExtensions, will the Borrowers shall have received at least $900,000,000 in gross cash proceeds from (i) the issuance and sale of the Senior Subordinated Notes and the Senior Notes, (ii) the issuance of additional common equity securities, (iii) the issuance of additional preferred equity securities having terms reasonably satisfactory to the Administrative Agent, or (iv) any combination of the foregoing. (g) Prior to or substantially contemporaneously with the initial Credit Extensions, the Equity Contributions shall have been funded in full. (h) (i) Any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, relating to the Acquisition shall have expired or been terminated; (ii) all approvals pursuant to Competition Laws (as defined in the Purchase Agreement) listed on Section 10.01(b) of the disclosure schedule to the Purchase Agreement (the “Disclosure Schedule”) shall have been obtained; (iii) all approvals of Governmental Authorities (as defined in the Purchase Agreement) listed on Section 10.01(c) of the Disclosure Schedule shall have been obtained; and (iv) no provision of any Applicable Law (as defined in the Purchase Agreement) shall prohibit the consummation of the Acquisition or subject the Borrowers to any penalty or other condition that would reasonably be terminated expected to have a Material Adverse Effect. (i) All fees and expenses required to be paid on or released;before the Closing Date and invoiced (with reasonably supporting documentation) and delivered to the Borrowers before the Closing Date shall have been paid in full in cash. (j) a landlord’s consent executed in favor of Collateral The Administrative Agent in shall have received all documentation and other information with respect of to each Borrower’s leased location(s); (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that the insurance policies 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 loss payable and/or additional insured clauses or endorsements in favor of Collateral Agentincluding without limitation, for the ratable benefit of the Lenders; and (n) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofPatriot Act.

Conditions Precedent to Initial Credit Extension. Each Lender’s The Lenders’ obligation to make a Term Loan is the initial Credit Extension shall be subject to the condition precedent that Collateral Agent shall consent to or all of the following events shall have receivedoccurred and the Lenders shall have received all of the following documents, each properly executed by the appropriate party and in form and substance satisfactory to the Lenders: (a) This Agreement; (b) The Note; (c) The Plan Support Agreement shall have been executed and delivered by the parties thereto; (d) The Interim Order, in form and substance acceptable to the Lenders, shall have been entered by the Bankruptcy Court not later than July 27, 2010, and the Lenders shall have received a certified copy of such order, and such order shall be in full force and effect and shall not have been reversed, modified, amended, subject to a pending appeal, stayed or vacated absent the prior written consent of the Lenders and the Borrowers; (e) Certified copies of all documents evidencing any necessary corporate (or other similar) action, consents and governmental approvals (if any) required for the execution, delivery and performance by Borrowers of the documents referred to in this Section 3.1; (f) A certificate of the Secretary or an Assistant Secretary of each Borrower as of the date hereof certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that Lenders may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein); (g) A Customer Identification Information form and such other forms and verifications as the Lenders may need to comply with the U.S.A. Patriot Act; (h) On or before the Effective Date, Lenders shall have received the Budget, in form and substance satisfactory to Collateral Agent, such documents, and completion the Lenders. The Budget will be in the form of such other matters, the 18-week Budget annexed hereto as Collateral Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower is a party; (b) duly executed original signatures to Control Agreements, or similarExhibit A, with respect such modifications (if any) as are agreed to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent certified by the Registrar of Companies of the Province of British Columbia Borrowers and each other jurisdiction in which Parent is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral AgentLenders; (i) Collateral Agent There shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or releasedoccurred no Material Adverse Effect; (j) There shall exist no action, suit, investigation, litigation or proceeding (other than the Chapter 11 Cases) pending or threatened in any court or before any arbitrator or governmental instrumentality that (i) could reasonably be expected to result in a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s)Material Adverse Effect or (ii) restrains, prevents or imposes or can reasonably be expected to impose materially adverse conditions upon the Loan or the transactions contemplated thereby; (k) a legal opinion All necessary governmental and third party consents and approvals necessary in connection with the Loan and the transactions contemplated hereby shall have been obtained (without the imposition of Borrowers’ counsel dated as any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect; and no law or regulation shall be applicable, in the judgment of the Effective Date together with Lenders, that restrains, prevents or imposes materially adverse conditions upon the duly executed original signatures theretoLoan or the transactions contemplated hereby; (l) duly executed original signatures Nothing contained in any information disclosed to the Investment LetterLenders by the Borrowers or any of their subsidiaries after the date hereof shall lead the Lenders to determine that, and the Lenders shall not have become aware of any fact or condition not disclosed to them prior to the date hereof which shall lead the Lenders to determine that, the Borrowers or any of their subsidiaries’ condition (financial or otherwise), operations, performance, properties or prospects are different in any material adverse respect from that disclosed to the Lenders prior to the date hereof; (m) evidence satisfactory to Collateral Agent that The Lenders shall be satisfied with the amount, types and terms and conditions of all insurance and bonding maintained by the Borrowers and their subsidiaries. The Lenders shall have received endorsements naming the Lenders as an additional insured and loss payee under all insurance policies required by Section 6.5 hereof are in to be maintained with respect to the properties of the Borrowers and their Subsidiaries forming part of the Collateral; (n) Borrowers shall acknowledge the full force amount of the debt under the Pre-petition Debenture Agreements and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements execute releases in favor of Collateral Agentthe pre-petition Lenders thereunder with respect to any and all claims, for defenses, etc. that may be asserted by Borrowers (provided, however, that the ratable benefit official creditors’ committee appointed in the Chapter 11 Cases will have the ability to investigate such matters and the foregoing releases and acknowledgements shall be binding on the Borrowers’ estate if the creditors’ committee does not initiate an adversary proceeding within sixty (60) days after its appointment; and provided further, that any party in interest, other than any Debtor or any of its respective affiliates, may file a complaint pursuant to Bankruptcy Rule 7001 seeking to invalidate, subordinate, or otherwise challenge the Prepetition Debenture Obligations or the Prepetition Liens within the later of 60 days after appointment of the LendersCommittee (but in no event later than 75 days after entry of the Interim Order) or any subsequent date that may be agreed to in writing by the Prepetition Debenture Lenders with respect to the time to file any such complaint relating to the Prepetition Debenture Obligations and/or the Prepetition Liens); (o) The Lenders have received confirmation satisfactory to Lenders in their sole discretion that the total amount of necessary critical vendor payments, executory contract cures and utility deposits do not exceed $12,500,000; (p) The initial Advance required to be funded by the Tranche B Lenders shall be placed in escrow prior to the funding of the Tranche A Loan; and (nq) payment of The Debt Subordination and Intercreditor Agreement shall be executed and delivered by the fees Lenders and Lenders’ Expenses then due as specified in Section 2.5 hereofthe Borrowers.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly Duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicableAgreement[s]; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior Duly executed original signatures to the Effective Date; (g) the Perfection Certificate completed Borrowing Resolutions for each Borrower; (he) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) Borrower shall have delivered a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s)Bank; (kg) Borrower shall have delivered a legal opinion of Borrowers’ Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (lh) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (ni) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower is a partyDocuments; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a long-form good standing certificate certificates of Parent Borrower and its Subsidiaries certified by the Registrar Secretary of Companies State (or equivalent agency) of the Province Borrower’s and such Subsidiaries’ jurisdiction of British Columbia organization or formation and each other jurisdiction in which Parent Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (hc) duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (id) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (je) a landlord’s consent executed in favor the Perfection Certificate of Collateral Agent in respect of each Borrower’s leased location(s); (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date , together with the duly executed original signatures signature thereto; (l) duly executed original signatures to the Investment Letter; (mf) evidence satisfactory to Collateral Agent 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 Collateral Agent, for the ratable benefit of the Lenders; andBank; (ng) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of Lender to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Lender shall have received, in form and substance satisfactory to Collateral AgentLender, such documents, and completion of such other matters, as Collateral Agent may reasonably deem necessary or appropriate, including, without limitationthe following: (a) duly executed original signatures to the Loan Documents to which each Borrower is a partythis Agreement; (b) a collateral disclosure list duly executed original signatures to Control Agreements, or similar, by Borrower (the “Collateral Disclosure List”) which shall contain such information with respect to each Borrower’s business and real and personal property as Lender may require and shall be certified by a Responsible Officer of Borrowers’ deposit and securities accountsBorrower, as applicableall in the form provided to Borrower by Lender; (c) duly executed original Secured Promissory Notes in favor a certificate of each Lender according the secretary of Borrower with respect to its Commitment Percentageincumbency and resolutions authorizing the execution and delivery of this Agreement; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent operating documents and a long-form good standing certificate certificates of Parent Borrower certified by the Registrar Secretary of Companies State (or equivalent agency) of the Province Borrower’s jurisdiction of British Columbia organization or formation and each other jurisdiction in which Parent Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Closing Date; (e) UCC National Form Financing Statement; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State payment of the State of Delaware, California fees and each state Lender Expenses then due specified in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective DateSection 2.5 hereof; (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall Lender may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit ExtensionAdvance, will be terminated or released; (h) current financial statements of Borrower for the quarter ended September 30, 2020; (i) duly executed original signature to a payoff letter from the holder of the Refinanced Note; (j) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s);an initial Borrowing Base Certificate for the three (3) months ended November 30, 2020; and (k) a legal opinion such other documents, and completion of Borrowers’ counsel dated such other matters, as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses Lender may reasonably deem necessary or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (n) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofappropriate.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent Borrower shall consent to or shall have receiveddelivered, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (c) completed Borrowing Resolutions for Borrower; (d) either (i) an Acknowledgement/Ratification duly executed by the Trustee under the Indenture in favor of Bank confirming that the Obligations constitute “Designated Senior Indebtedness” as defined in the Indenture or (ii) evidence that Borrower’s indebtedness under the Convertible Senior Subordinated Notes has been or, upon the application of the proceeds of the initial Credit Extension to be made hereunder will be, satisfied in full and that the Indenture has been terminated; provided that, in order to satisfy this subsection 3.1(d) by compliance with clause (ii) hereof then, after giving effect to such initial Credit Extension (x) no Default or Event of Default shall then exist and (y) Borrower shall have provided evidence satisfactory to Bank that it shall remain in pro forma compliance with the financial covenants set forth in Section 6.9 at all times during the ninety (90) day period following the date of the initial Credit Extension; (e) a payoff letter or some other evidence of the termination of that certain Revolving Credit Agreement, dated as of October 3, 2003, by and among Axcelis Technologies, Inc. the financial institutions party thereto and ABN Amro Bank, N.V., as agent; (f) evidence that (i) the Operating Documents Liens securing Indebtedness owed by Borrower to ABN Amro Bank, N.V., as agent and The Equitable-Crow Xxxxxx Center Austin Company have been or will be terminated and (ii) the documents and/or filings evidencing the perfection of Protox US and good standing certificates of Protox US certified by such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the Secretary of State of the State of Delawareinitial Credit Extension, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date;be terminated. (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jh) the Perfection Certificates executed by Borrower and each Guarantor; (i) a landlord’s landlords’ consent executed by the landlords of Borrower’s 00 Xxxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx and 00 Xxxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx locations in favor of Collateral Agent in respect of each Borrower’s leased location(s)Bank; (kj) a legal opinion of Borrowers’ Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (lk) the duly executed original signatures to each Guaranty, each Guarantor Security Agreement, the Investment LetterPledge Agreements, and the Negative Pledge, together with the completed Borrowing Resolutions for Guarantor; (ml) evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (nm) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a the Term Loan is subject to the condition conditions precedent that Collateral Agent shall consent it receive the following agreements, documents, fees and other evidence it requires relating to or the transactions contemplated hereby: (a) this Agreement; (b) a negative pledge agreement regarding the Intellectual Property assets of Borrower, in form acceptable to Bank; (c) a certificate of the Secretary of Borrower with respect to the incumbency and corporate resolutions authorizing the execution and delivery of the Loan Documents; (d) securities account control agreement relating to Bank on Bank’s standard form; (e) if applicable, deposit account control agreements with all third party deposit institutions of Borrower, in form acceptable to Bank; (f) the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) administering the bankruptcy case of seller of the Vaniqa Sale Assets shall have receivedentered an order, in form and substance reasonably satisfactory to Collateral AgentBank, providing relief from the automatic stay set forth in 11 U.S.C. §362 and otherwise to authorize the proposed sale under all other applicable bankruptcy law requirements so as to allow the sale of the Vaniqa Sale Assets to occur pursuant to the Vaniqa Asset Purchase Agreement, and such order shall be final and non-appealable; (g) Borrower and all applicable seller parties have entered into, and have provided to Bank a certified copy of, the Vaniqa Asset Purchase Agreement, which shall, in any event, be acceptable to Bank as determined in its good faith business judgment and shall reflect a net minimum purchase price of $25,000,000, and all conditions to the consummation of the transactions set forth therein have been satisfied other than for the funding of the Term Loan hereunder and, further, the parties thereto have given irrevocable instructions to consummate the Vaniqa Acquisition upon the making of the Term Loan; (h) evidence of insurance and loss payable endorsement in form acceptable to Bank and all in compliance with the terms and conditions of this Agreement and the other Loan Documents; (i) UCC financing statements naming the Borrower as debtor pertaining to the Collateral; (j) a legal opinion in favor of Bank from counsel to the Borrower in form reasonably acceptable to the Bank; (k) payment of the fees and Bank Expenses due as of the closing of this Agreement; (l) the completed Payment/Advance Form regarding the Term Loan; (m) Borrower has received net proceeds from an equity financing transaction after, June 30, 2004 in the minimum amount of $11,500,000 and Borrower has provided evidence thereof to Bank; (n) Borrower has delivered to Bank a warrant to purchase stock to purchase 125,523 shares of Series D Preferred stock of the Borrower at an initial exercise price of $2.39 per share and otherwise containing such terms and conditions as are acceptable to the Bank; and (l) such other documents, agreements and instruments, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures appropriate in order to effectuate the terms and conditions of the Loan Documents to which each Borrower is a party; (b) duly executed original signatures to Control AgreementsDocuments. Further, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent certified by the Registrar of Companies without limitation of the Province of British Columbia and each other jurisdiction in which Parent is qualified to conduct businessforegoing, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; Term Loan may not be extended unless (i) Collateral Agent the representations and warranties in Section 5 are materially true on the date of the Payment/Advance Form and on the date of the making of the Term Loan and (ii) no Default or Event of Default may have occurred and be continuing, or otherwise result from the Credit Extension or otherwise arise upon the consummation of the Vaniqa Acquisition. The making of the Term Loan shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) be deemed to be Borrower’s representation and warranty on that date that the Liens indicated in any such financing statement searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor representations and warranties of Collateral Agent in respect of each Borrower’s leased location(s); (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force 5 remain materially true and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (n) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofcorrect.

Conditions Precedent to Initial Credit Extension. Each Lender’s The Lenders’ obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or shall have received, in form and substance satisfactory to Collateral Agent, such documents, and completion of such other matters, as Collateral Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower is a partyDocuments; (b) duly executed original signatures to Control Agreements, or similar, with respect by each Lender to each of Borrowers’ deposit and securities accounts, as applicableLoan Document to which it is a party; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the SharesBorrower and Gain Holdings, together with assignment(s) separate from certificate, duly executed in blank; (e) the LLC shall have delivered their Operating Documents of Parent and a long form good standing certificate of Parent certificates certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a duly executed Amended and Restated Intercreditor Agreement by and between JPMorgan and Agent; (e) duly executed original signature to the First Amendment to Guaranty of Gain Holdings, LLC; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective DateSecretary’s Certificate with completed Borrowing Resolutions for Borrower; (g) consent of the Perfection Certificate for each Borrowermembers and managers of Gain Holdings, LLC; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released, together with any other searches that either Lender may require; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s); (k) Borrower shall have delivered a legal opinion of Borrowers’ Borrower’s and Guarantor’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (nj) payment of Borrower shall have paid the fees and Lenders’ Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s Bank's obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Each Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar of Companies of the Province of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each appropriate governmental authority as of a date no earlier than thirty (30) days prior to the Effective Date; (fc) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (id) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (je) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s)Borrower shall have delivered an update letter to the Perfection Certificate(s) previously delivered to Bank; (kf) a legal opinion of Borrowers’ counsel dated as of Borrower shall have delivered the Effective Date together with the duly executed original signatures theretoinsurance policies and/or endorsements required pursuant to Section 6.5 hereof; (lg) duly Borrower shall have delivered to Bank an executed original signatures amendment to the Investment LetterAsset Purchase Agreement in form and substance acceptable to Bank; (mh) evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (n) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified herein; and (i) Borrower shall have delivered such other documents and agreements, and taken such other actions, as Bank shall have determined is necessary or desirable in Section 2.5 hereofconnection with the consummation of the transactions contemplated hereunder and under the other Loan Documents.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of Lender to make a Term Loan the initial Credit Extensions hereunder is subject to the condition precedent that Collateral Agent shall consent to satisfaction or waiver on or before the date hereof of each of the following conditions: (a) Lender shall have receivedreceived this Agreement and each of the other agreements, documents, instruments, opinions, reports, approvals, consents, certificates and other items set forth on Lender’s closing document checklist, in each case duly executed by the appropriate party and in form and substance satisfactory to Collateral AgentLender; (b) since December 31, 2016, no event shall have occurred which has had or could reasonably be expected to have a Material Adverse Effect, as determined by Lender in its Permitted Discretion; (c) Lender shall have received payment of the fees and Lender Expenses then due pursuant to Section 2.4; (d) Lender shall have determined that immediately after giving effect to (i) the making of the initial Revolving Advances, if any, requested to be made on the date hereof, (ii) the issuance of the initial Letter of Credit, if any, requested to be made on such date, (iii) the payment of all fees due upon such date, (iv) the payment or reimbursement by Borrowers of Lender for all closing costs and expenses incurred in connection with the transactions contemplated hereby, and (v) the payment of all trade payables more than sixty (60) days past due or the making of other payment arrangements satisfactory to Lender with respect to such accounts payable, Borrowers have Excess Availability as of the date of this Agreement of not less than $3,000,000; (e) Lender shall have conducted, or caused to be conducted, and been satisfied with the results of, a field examination of the Collateral; (f) Lender shall have received Enservco’s current financial statements, including audited statements for Enservco’s most recently ended fiscal year, together with an unqualified opinion, and company-prepared consolidated and consolidating balance sheets and income statements through June 30, 2017, in accordance with Section 6.2, and such other updated financial information as Lender may reasonably request; (g) all Indebtedness of Borrower to its Owners shall have been subordinated to the Obligations pursuant to a subordination agreement in form and substance reasonably satisfactory to Lender; and (h) the Loan Parties shall have executed and delivered to Lender all such other documents, instruments and completion of such other matters, agreements as Collateral Agent Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent certified by the Registrar of Companies of the Province of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s); (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (n) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Lender shall have received, in form and substance satisfactory to Collateral AgentLender in its sole discretion, such documents, and completion of such other matters, as Collateral Agent Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to this Agreement and the Loan Documents to which each Borrower is a partyFee Letter; (b) duly executed original signatures to Control Agreementsthe completed Borrowing Resolutions for each Borrower, or similarand a related officer's certificate for each Borrower regarding organizational documents, with respect to each of Borrowers’ deposit Borrowing Resolutions and securities accounts, as applicableincumbency; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent certified by the Registrar of Companies of the Province of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall Lender may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches either statements constitute Permitted Liens or have been orLiens; (d) subject to Schedule 1 hereto, duly executed signatures to the IP Security Agreements; (e) subject to Schedule 1 hereto, duly executed signatures to the Collateral Access Agreement(s) for such locations as Lender may require; (f) subject to Schedule 1 hereto, evidence satisfactory to Lender, that the insurance policies and endorsements required by Section 6.7 are in full force and effect; (g) completion of all legal, tax, accounting, business and financial, due diligence concerning Borrowers and their Subsidiaries, in connection each case in scope and with results in all respects satisfactory to Lender in its sole discretion; (h) a Perfection Certificate for each Borrower, together with the initial Credit Extensionduly executed signature thereto; (i) all documentation and other information that Lender reasonably requires in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, will be terminated including the USA PATRIOT Act, to include a duly executed copy of an IRS Form W-9 or releasedother such applicable IRS Forms; (j) a landlord’s consent termination of the NDA, duly executed in favor of Collateral Agent in respect of each Borrower’s leased location(s)by the parties to the NDA; (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the disbursement letter, duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBorrower Representative; and (nl) payment of the fees and Lenders’ Lender Expenses then due as specified due, subject to the limitation set forth in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation Notwithstanding any other provision of this Agreement or any of the other DIP Financing Documents, and without affecting in any manner the rights of Lender under other sections of this Agreement, Lender shall not be required to make a Term Loan fund the initial Revolving Advance requested by Borrowers, unless each of the following conditions has been satisfied on or by the date of an Interim Financing Order that is subject an Effective Final Order (or such other date as may be specified below) and continues thereafter to be satisfied: (a) All of the condition precedent that Collateral Agent shall consent to or DIP Financing Documents shall have received, been executed in form and substance satisfactory to Collateral Agent, such documentsLender by each of the signatories thereto and accepted by Lender, and completion Borrowers shall be in compliance with all of such other mattersthe terms thereof, as Collateral Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower is a party;and all representations and warranties contained therein shall be true and correct in all respects. (b) duly executed original signatures No Default or Event of Default shall exist at the time of, and would not result from the funding of, any requested Revolving Advance, and no event shall have occurred and no condition shall exist since the date of the last audited financial statements of Borrowers delivered to Control AgreementsLender that has had or could reasonably be expected to have a Material Adverse Effect. (c) An Interim Financing Order shall have been entered, no later than December 21, 2004, shall be in full force and effect and shall not have been vacated, reversed, modified or similarstayed in any respect and shall otherwise be an Effective Final Order. (d) Lender shall have received satisfactory proof of insurance by Borrowers, in accordance with the terms of this Agreement, and evidence of loss payable endorsements naming Lender as loss payee with respect to each of Borrowers’ deposit policy and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor certified copies of each Lender according to its Commitment Percentage; (d) the certificate(s) for the SharesBorrower's liability insurance policies, together with assignment(s) separate from certificate, duly executed in blank;endorsements naming Lender as an additional insured. (e) All representations and warranties in the Operating Documents Agreement shall be true and correct in all material respects, and there shall be no Default or Event of Parent and a good standing certificate of Parent certified by Default in existence at the Registrar of Companies of the Province of British Columbia and each other jurisdiction in which Parent is qualified to conduct businesstime of, each as of a date no earlier than thirty (30) days prior or after giving effect to the Effective Date;making of, any Revolving Advance under the Agreement. (f) the Operating Documents of Protox US Lender shall have received such legal opinions, documents and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each other instruments as of a date no earlier than thirty (30) days prior to the Effective Date;it may request. (g) All fees and other amounts and required to be paid by Borrowers hereunder on or before the Perfection Certificate for each Borrower;Closing Date shall have been paid in full and Lender shall have received all other documents and instruments requested by it in connection with this Agreement or any other DIP Financing Document. (h) duly executed original signatures Lender shall have received the Budget applicable to an officer’s certificate for each Borrower, the month in a form acceptable to Collateral Agent;which such initial Revolving Advance shall be made by Lender. (i) Collateral Agent Lender shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s); (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, 's internally prepared unaudited financial statement for the ratable benefit of the Lenders; and (n) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofperiod ending October 31, 2004.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a partyparty (including delivery of any and all Collateral required to be delivered under the Loan Documents in order to perfect and preserve Bank’s priority in such Collateral, such as stock certificates and promissory notes in favor of Borrower, each executed in blank); (b) Borrower shall have delivered duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicableAgreement[s] by all parties thereto; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent certified by the Registrar of Companies of the Province of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing current certificates of Protox US valid existence (or foreign qualification, as applicable) of Borrower certified by the Secretary of State of the State States of DelawareOregon, California California, Colorado, Connecticut, Florida, Illinois, Iowa, Massachusetts, Michigan, New Hampshire, North Carolina, Ohio, Pennsylvania and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective DateTexas; (gd) Borrower shall have delivered duly executed original signatures of its Secretary or Assistant Secretary to the Perfection Certificate completed Borrowing Resolutions for each Borrower; (he) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) a landlord’s consent Borrower shall have delivered the Perfection Certificate executed in favor of Collateral Agent in respect of each by Borrower’s leased location(s); (kg) Borrower shall have delivered a legal opinion of Borrowers’ Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (lh) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that Borrower shall have delivered the insurance policies and/or endorsements required by pursuant to Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lendershereof; and (ni) payment Borrower shall have delivered evidence that (i) the Liens securing Indebtedness owed by Borrower to UBS and any other secured party evidenced in the lien searches to the extent such Lien is not a Permitted Lien 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; and (j) Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable[omitted]; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Washington as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Borrower shall have delivered duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) Borrower shall have delivered the Subordination Agreement duly executed by IsoTis S.A. in favor of Bank; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date[omitted]; (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jh) a landlord’s consent Borrower shall have delivered the Perfection Certificate(s) executed in favor of Collateral Agent in respect of each by Borrower’s leased location(s); (ki) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto[omitted]; (lj) Borrower shall have delivered the duly executed original signatures to the Investment LetterGuaranty, together with the completed Borrowing Resolutions for Guarantor; (mk) evidence satisfactory to Collateral Agent that Borrower shall have delivered the insurance policies and/or endorsements required by pursuant to Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lendershereof; and (nl) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower is a partyDocuments; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a long-form good standing certificate certificates of Parent Borrower and its Subsidiaries certified by the Registrar Secretary of Companies State (or equivalent agency) of the Province Borrower’s and such Subsidiaries’ jurisdiction of British Columbia organization or formation and each other jurisdiction in which Parent 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; (fc) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior duly executed signatures to the Effective Date; (g) the Perfection Certificate completed Borrowing Resolutions for each Borrower; (hd) duly executed original signatures signature to an officer’s certificate for each Borrowera payoff letter from Western Alliance Bank and evidence that the Loan Agreement dated as of March 31, 2016, between Borrower and Western Alliance Bank, together with all documents and agreements executed in a form acceptable to Collateral Agentconnection therewith, shall have been terminated and all amounts thereunder shall have been paid in full; (e) evidence that (i) Collateral Agent shall the Liens securing Indebtedness owed by Borrower to Western Alliance 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 received or will, concurrently with the initial Credit Extension, be terminated; (f) certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit ExtensionTerm Loan, will be terminated or released; (jg) a landlord’s consent executed in favor the Perfection Certificate of Collateral Agent in respect of each Borrower’s leased location(s); (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date , together with the duly executed original signatures signature thereto; ; and (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (nh) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) Borrower shall have delivered a duly executed original signature to the Warrant; (c) Borrower shall have delivered duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Borrower shall have delivered its Operating Documents of Parent and a good standing certificate certificates of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia Utah as to Sento Corporation and each other jurisdiction in which Parent is qualified Sento Technical Services Corporation and certified by the Secretary of State of the State of Delaware as to conduct businessXtrasource Acquisition, each Inc. as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (if) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s); (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (n) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly Duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior Duly executed original signatures to the Effective Date; (g) the Perfection Certificate completed Borrowing Resolutions for each Borrower; (he) duly executed original signatures Borrower shall have delivered a payoff letter from Comerica Bank indicating that all amounts to an officer’s certificate for each Borrower, Comerica Bank will be paid in a form acceptable to Collateral Agentfull with the initial Credit Extension and that all Liens in favor of Comerica Bank will be released; (f) Borrower shall have delivered evidence that (i) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in securing Indebtedness owed by Borrower to Comerica will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any such financing statement searches either constitute Permitted Liens statements and/or control agreements, have or have been orwill, in connection concurrently with the initial Credit Extension, will be terminated or releasedterminated; (jg) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s); (k) Borrower shall have delivered a legal opinion of Borrowers’ Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (lh) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lendersof; and (ni) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s Bank's obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly Duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicableAgreement[s]; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Spire shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province Commonwealth of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Massachusetts as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Bandwidth shall have delivered its Operating Documents of Protox US and a good standing certificates certificate of Protox US Borrower certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ge) Duly executed original signatures to the Perfection Certificate completed Borrowing Resolutions for each Borrower; (hf) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jg) Borrower shall have delivered a landlord’s 's consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s)Bank; (kh) Borrower shall have delivered a legal opinion of Borrowers’ Borrower's counsel dated as of the Effective Date together with the duly executed original signatures thereto; (li) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (nj) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s Bank's obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly Duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicableAgreement[s]; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior Duly executed original signatures to the Effective Date; (g) the Perfection Certificate completed Borrowing Resolutions for each Borrower; (he) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s); (k) Borrower shall have delivered a legal opinion of Borrowers’ Borrower's counsel dated as of the Effective Date together with the duly executed original signatures thereto; (lg) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (nh) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of Bank to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (d) a UCC National Form Financing Statement; (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) prior to the initial Advance under the Revolving Line, an audit of the Collateral, the results of which shall be satisfactory to Bank, which audit shall be completed within thirty (30) days after the date hereof; (i) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (j) current Compliance Certificate in accordance with Section 6.2; (k) a Collateral AgentInformation Certificate; (l) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (m) Collateral Access Agreements for all Collateral locations as may be required by Bank; (n) evidence of the funding by Borrower, in one or more deposit accounts maintained with Bank, of the Minimum Deposit Amount; (o) evidence of timely completion of each of the post-closing covenants and undertakings set forth in Section 6.12; (p) an Automatic Debit Authorization, duly executed by Borrower; and (q) such other documents, instruments or certificates, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent certified by the Registrar of Companies of the Province of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s); (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (n) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent Borrower shall consent to or shall have receiveddelivered, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower is a partyDocuments; (b) duly executed original signatures to the Control Agreements, or similar, with respect Agreements for Collateral Accounts to each of Borrowers’ deposit and securities accounts, as applicablethe extent required under 6.8(b); (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a long-form good standing certificate certificates of Parent Borrower and each of its Domestic Subsidiaries certified by the Registrar Secretary of Companies State (or equivalent agency) of the Province Borrower’s and such Domestic Subsidiaries’ jurisdiction of British Columbia organization or formation and each other jurisdiction in which Parent Borrower and such Domestic Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate completed Borrowing Resolutions for each Borrower; (he) an Intercreditor Agreement by Real Estate Creditor in favor of Bank, together with the duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agentthereto; (if) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jg) a landlord’s consent the Perfection Certificates executed in favor of Collateral Agent in respect of by Borrower and each Borrower’s leased location(s)Guarantor; (kh) a legal opinion of Borrowers’ Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures signature thereto; (li) the duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force Guaranty and effectGuarantor Security Agreement from each Guarantor, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, the duly executed original signatures to the completed Borrowing Resolutions for the ratable benefit of the LendersGuarantor; and (nj) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly Duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicableAgreement[s]; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior Duly executed original signatures to the Effective Date; (g) the Perfection Certificate completed Borrowing Resolutions for each Borrower; (he) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s); (k) Borrower shall have delivered a legal opinion of Borrowers’ Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (lg) duly Duly executed original signatures to the Investment Letterguaranty and security agreement (together with the completed Borrowing Resolution) for Guarantor; (mh) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (ni) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) Borrower shall have delivered a duly executed original signatures signature to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicablethe Warrant; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each California as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (e) Borrower shall have delivered a payoff letter from N/A ; (f) Borrower shall have delivered evidence that (i) Collateral Agent the Liens securing Indebtedness owed by Borrower to N/A 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) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jh) a landlord’s consent Borrower shall have delivered the Representations and Warranties Certificate executed in favor of Collateral Agent in respect of each by Borrower’s leased location(s); (ki) Borrower shall have delivered a legal opinion copy of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures its Registration Rights Agreement and any amendments thereto; (lj) duly executed original signatures Borrower shall have delivered the insurance policies and/or endorsements required pursuant to the Investment Letter; (m) Section 6.5 hereof with evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (nk) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrowers shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly executed original signatures to Control AgreementsEach Borrower shall have delivered its, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent each Borrower certified by the Registrar Secretary of Companies State of the Province such entity’s state of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each organization as of a date no earlier than thirty (30) days prior to the Effective Date; (fc) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Each Borrower shall have delivered duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agentthe completed Borrowing Resolutions; (id) Collateral Agent Each Borrower shall have delivered a Subordination Agreement duly executed by any creditor of such Borrower in favor of Bank, except with regard to the Healthmarkets Debt, for which Borrower shall use its best efforts to deliver a duly executed Subordination Agreement; (e) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) Borrowers shall have delivered a landlord’s consent Perfection Certificate executed in favor of Collateral Agent in respect of by each Borrower’s leased location(s); (kg) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that Borrower shall have delivered the insurance policies and/or endorsements required by pursuant to Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lendershereof; and (nh) payment of Borrowers shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrowers shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) Borrowers shall have delivered duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrowers shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate certificates of (i) Parent certified by the Registrar Secretary of Companies State of the Province States of British Columbia Delaware and each other jurisdiction in which Parent is qualified to conduct business, each California; and (ii) Broadband certified by the Secretary of State of the State of Georgia as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior Borrowers shall have delivered duly executed original signatures to the Effective Date; (g) the Perfection Certificate completed Borrowing Resolutions for each Borrower; (he) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) Borrowers shall each have delivered a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s)Perfection Certificate; (kg) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) Borrowers shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (nh) payment of Borrowers shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of Bank to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, each of the following items and completed each of the following requirements: (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) a financing statement (Form UCC-1) with respect to each Borrower; (d) an Affirmation of Unconditional Guaranty of CoaLogix, Inc., in form and substance satisfactory to Bank; (e) a Third Party Security Agreement executed by CoaLogix, Inc., in form and substance satisfactory to Bank; (f) a financing statement (Form UCC-1) with respect to CoaLogix, Inc.; (g) an officer’s certificate of CoaLogix, Inc. with respect to incumbency and resolutions authorizing the execution and delivery of the Affirmation of Unconditional Guaranty and the Third Party Security Agreement; (h) payment of the fees and Bank Expenses then due specified in Section 2.5, which may be debited from any of Borrower’s accounts with Bank; (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 audited statements (or such documentsother level required by the Investment Agreement) for Borrower’s most recently ended fiscal year, together with an unqualified opinion (or an opinion qualified only for going concern so long as Borrower’s investors provide additional equity as needed), company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (l) current Compliance Certificate in accordance with Section 6.2; (m) a Borrower Information Certificate; (n) Borrower shall have opened and funded not less than $50,000 in deposit accounts held with Bank; (o) Borrower shall have provided Bank with copies of its most recent hazardous materials reports; and (p) such other documents or certificates, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent certified by the Registrar of Companies of the Province of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s); (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (n) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s The effectiveness of this Agreement and the obligation of Bank to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, the following: (a) this Agreement; (b) an officer’s or secretary’s certificate of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) a financing statement (Form UCC-1); (d) an intellectual property security agreement of each Borrower; (e) an insurance certificate listing Bank as an additional insured, and, to the extent available, named as loss payee; (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) an audit of the Collateral, the results of which shall be satisfactory to Bank; (i) financial statements, including company prepared consolidated and consolidating balance sheets and income statements for the period ended February 28, 2005 and audited consolidated statements for each Borrower’s most recently ended fiscal year, together with an unqualified opinion, and such documentsother updated financial information as Bank may reasonably request; (j) [Intentionally Omitted]; (k) evidence that Borrowers’ Funded Debt Ratio as of February 28, 2005 is less than or equal to 2.50:1 after giving effect to the Acquisition and the initial funding under the Revolving Line and the Term Loan; (l) evidence that the Blue Lava Acquisition has been consummated; (m) the Blue Lava Acquisition Related Documents; (n) a joint and several borrower rider; (o) a stock pledge security agreement of each Borrower; and (p) such other documents or certificates, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent certified by the Registrar of Companies of the Province of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s); (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (n) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Subject to the Post Closing Letter, each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have receivedreceived (or otherwise waived receipt of in writing), in form and substance satisfactory to Collateral AgentAgent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed original signatures to the Loan Documents to which by Borrower and each Borrower is a partySubsidiary, as applicable; (b) duly executed original signatures to Control Agreementsthe Debentures and the translation of the Debentures to Hebrew (together with 00Xxx Xxxxxx’s stamp), or similar, with respect duly executed original notices to each the Israeli Registrar of Borrowers’ deposit Companies for the registration of the Debentures and securities accountsoriginal confirmation of such translation’s compatibility to the English original, as applicablerequired for the registration of the Debentures; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, to the extent certificated, together with assignment(sAssignment(s) separate Separate from certificateCertificate, duly executed in blank; (ed) the Operating Documents of Parent and a good standing certificate certificates (where applicable) of Parent Borrower certified by the Registrar Secretary of Companies State (or equivalent agency) of Borrower’s jurisdiction of organization or formation, to the Province of British Columbia extent available; (e) a completed Perfection Certificate for Borrower and each other jurisdiction in which Parent of its Subsidiaries; (f) the Annual Projections, for the current calendar year; (g) duly executed original officer’s certificate for Borrower that is qualified a party to conduct businessthe Loan Documents; (h) certified copies, each dated as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searchesand other lien filing searches and a copy of a search of the Israel Companies Registrar, as Collateral Agent shall reasonably request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent bailee waiver executed in favor of Collateral Agent in respect of each Borrower’s leased location(sthird party bailee where Borrower maintains Collateral having a Book Value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (j) a duly executed legal opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, U.S. counsel to Borrower dated as of the Effective Date and a legal opinion of Xxxxxxx Behar Chen Weil & Co., Israeli counsel to 00Xxx Xxxxxx dated as of the Effective Date; (k) a legal opinion (authority and enforceability) of Borrowers’ Borrower’s Israeli counsel dated as of the Effective Date Date, together with the duly executed original signatures signature thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) evidence satisfactory to Collateral Agent that all filings required to have been made pursuant to the Debentures and the other Loan Documents have been made to secure a first-ranking Lien in favor of Collateral Agent 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 Debentures and the other Loan Documents and that a first-ranking Liens have been registered in favor of the Collateral Agent pursuant to the Debentures; and (n) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent Borrower shall consent to or shall have receiveddelivered, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower Borrower, any Guarantor or Bank is a party; (b) duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicableif any; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the their Operating Documents of Parent and a good standing certificate of Parent Borrower and Guarantor certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (hd) duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for Borrower and each Borrower, in a form acceptable to Collateral AgentGuarantor; (ie) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) a landlord’s consent the Perfection Certificate(s) executed in favor of Collateral Agent in respect of by Borrower and each Borrower’s leased location(s)Guarantor; (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (mg) evidence satisfactory to Collateral Agent Bank that the insurance policies 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 Collateral Agent, for the ratable benefit of the LendersBank; and (nh) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower is a partyDocuments; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicablethe Warrant; (c) duly executed original Secured Promissory Notes in favor of each Lender according signatures to its Commitment Percentagethe Control Agreement; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a long-form good standing certificate certificates of Parent Borrower certified by the Registrar Secretary of Companies State of the Province of British Columbia Delaware and each other jurisdiction in which Parent Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed signatures to the completed Borrowing Resolutions for Borrower; (f) evidence satisfactory to Bank in its sole discretion that the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective DateInvestor Event has occurred; (g) a subordination agreement by Borrower’s debt investors in favor of Bank, together with the Perfection Certificate for each duly executed signatures thereto and copies of the underlying documents evidencing Borrower’s Indebtedness with such Persons; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor the Perfection Certificate of Collateral Agent in respect of each Borrower’s leased location(s); (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date , together with the duly executed original signatures signature thereto; (l) duly executed original signatures to the Investment Letter; (mj) evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (nk) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension under this Agreement is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent may reasonably deem necessary or appropriate, including, without limitationthe following: (a) scanned copies of the duly executed original signatures to the Loan Documents to which each Borrower is a partybe entered into on the Effective Date, including this Agreement, any Control Agreements, any intellectual property security agreements, the Fee Letter and the Perfection Certificate and all notices, certificates, documents, agreements and deliverables to be provided under or in connection therewith; (b) duly executed original signatures to Control Agreements, or similar, with respect to each scanned copies of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a long-form good standing certificate certificates of Parent each Loan Party certified by the Registrar Secretary of Companies State (or equivalent agency) of the Province such Loan Party’s jurisdiction of British Columbia organization or formation and each other jurisdiction in which Parent such Loan Party is qualified to conduct business except where the failure to do so could not reasonably be expected to have a material adverse effect on such Loan Party’s business, each as of a date no earlier than thirty fifteen (3015) days prior to the Effective Date; (fc) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State scanned copies of the State of Delaware, California and completed Borrowing Resolutions for each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective DateLoan Party; (gd) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent shall have received scanned certified copies, dated as of a recent date, of financing statement searches and intellectual property searches, as Collateral Agent shall Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement statements and intellectual property searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (je) a landlord’s consent executed copies of proper financing statements, to be filed on the Effective Date under the Code of all jurisdictions that Bank may deem necessary or desirable in favor of Collateral Agent in respect of each Borrower’s leased location(s)order to perfect the Liens created hereunder, covering the Collateral; (kf) a scanned copy of an executed legal opinion of Borrowers’ counsel of each Loan Party dated as of the Effective Date together with the duly executed original signatures theretoDate; (l) duly executed original signatures to the Investment Letter; (mg) evidence satisfactory to Collateral Agent Bank that the insurance policies and endorsements required by Section 6.5 6.07 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 Collateral Agent, for the ratable benefit Bank; (h) scanned copies of the Lenders; and(i) documentation and other information requested by Bank in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case at least five (5) days prior to the Effective Date and (ii) at least five (5) days prior to the Effective Date, if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification; (ni) Bank shall have completed a due diligence investigation of Borrower and its Subsidiaries in scope, and with results, satisfactory to Bank, and shall have been given such access to the management, records, books of account, contracts and properties of Borrower and its Subsidiaries and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as Bank shall have requested; (j) no Material Adverse Change shall have occurred since December 31, 2020; (k) upon Bank confirming in writing to Borrower that all other conditions precedent set forth in Sections 3.01 and 3.02 have been satisfied, payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.05 hereof, including any fees pursuant to Section 2.05(a); (l) all certificates or other instruments representing or evidencing any Pledged Interests, accompanied by appropriate duly executed instruments of transfer or assignment (including, without limitation, stock powers and irrevocable proxies) in blank; and (m) all other documents in form and substance reasonably requested by and satisfactory to Bank.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the State of Delaware/Province of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Ontario (as applicable) as of a date no earlier than thirty (30) days prior to the Effective Date; (fc) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (d) Borrower shall have delivered evidence that (i) Collateral Agent the Liens securing Indebtedness owed by Borrower to Rockport/NGP 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. (e) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statementsstatements and/or PPSA discharges) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) a landlord’s consent Borrower shall have delivered the Perfection Certificates executed by Borrower; (g) Borrower shall have delivered landlords’ consents in favor of Collateral Agent in Bank with respect to such of each Borrower’s leased location(s)location as Bank may reasonably require; (kh) Borrower shall have delivered a legal opinion of Borrowers’ Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (li) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (nj) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of the Lender to make the initial Credit Extension hereunder (whether such Credit Extension shall consist of the making of a Term Loan or assistance to the Borrower in establishing or opening Letters of Credit) is subject to the condition precedent that Collateral Agent shall consent satisfaction on or before the date thereof of each of the following conditions, in addition to the conditions set forth in Section 6.02: (a) The Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, substantially in the form of Exhibit F hereto, shall have receivedbeen entered by the Bankruptcy Court on or before September 30, 1996, approving, on an emergency and interim basis in the case of the Interim Bankruptcy Court Order, the transaction contemplated therein and the Lender shall have received a certified copy of the same, and such order shall be in full force and effect and shall not have been reversed, stayed, modified or amended. (b) The Borrower shall have executed and delivered to the Lender the Note in substantially the form of Exhibit A hereto, which shall be dated the Entry Date. (c) The Obligors shall have executed and delivered to the Lender the Security Agreement and the Pledge Agreement, each of which shall be dated the Entry Date. (d) The Borrower shall have paid to the Lender all fees when due and other amounts due and payable to the Lender when due, including but not limited to amounts due under Section 2.08 or 10.06 hereof. The Borrower shall have paid to counsel to the Lender all reasonable fees and other client charges due to such counsel on the date of the initial Credit Extension. (e) The Lender shall have received certificates satisfactory in form and substance to it from the Obligors, signed by the Designated Borrowing Officer, certifying as to (i) true copies of Obligors' charter and by-laws, (ii) true copies of all corporate action taken by the Obligors relative to the Related Documents and the transactions contemplated thereby (which shall designate one or more Designated Financial Officers and Designated Borrowing Officers), (iii) the true signatures and incumbency of the Designated Borrowing Officers and (iv) such other matters as the Lender may reasonably request. 41 (f) The liens and security interests in favor of the Lender pursuant hereto shall be valid and perfected first priority Liens prior (except for Permitted Liens to which such liens and security interests are subordinate and junior) to all other Liens in or on the Collateral intended to be subject thereto. (g) The Obligors shall have caused all property insurance policies to show the Lender as loss payee as its interest may appear and, with respect to Inventory, all such policies shall name the Lender as first payee. (h) The Lender shall have received from the general counsel of the Obligors, and from Shearman & Sterling, outside counsel to the Obligors, favorable opinions substantially in the form of Exhibits G-I and G-2 hereto respectively. (i) The Lender shall have received certified copies of requests for copies or information on Form UCC-11 or reports from a reporting company satisfactory to the Lender, listing all effective UCC financing statements, tax liens and judgment liens in each of the jurisdictions in which any of the Obligors has any personal property or real property, which name as debtor the Obligors, together with copies of such financing statements, none of which shall cover any of the Collateral. (j) All legal proceedings in connection with the transactions contemplated by this Agreement and the other Related Documents shall be satisfactory to the Lender and the Lender shall have received all such counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance reasonably satisfactory to Collateral Agent, such documents, and completion of such other mattersthe Lender, as Collateral Agent the Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures from time to the Loan Documents to which each Borrower is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent certified by the Registrar of Companies of the Province of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall time request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s);. (k) a legal opinion of Borrowers’ counsel dated as The Lender shall have received evidence satisfactory to it that (i) the existing Indebtedness owing by the Obligors to the Existing Lender pursuant to the Existing Loan Documents has been repaid or will be repaid with the proceeds of the Effective Date together with intial Credit Extension and (ii) the duly executed original signatures thereto;Existing Loan Documents have been terminated. (l) duly executed original signatures to The Lender shall have received terminations of all UCC-1 financing statements, fixture filings and mortgages which name any of the Investment Letter; (m) Obligors, as debtor, and the Existing Lender, as secured party, and which cover any portion of the Collateral and the Lender shall otherwise have received evidence satisfactory to it that all Liens relating to the Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (n) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofExisting Lender have been released.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly Duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior Duly executed original signatures to the Effective Date; (g) the Perfection Certificate completed Borrowing Resolutions for each Borrower; (he) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) Borrower shall have delivered a landlord’s consent executed by the landlord for each of Borrower’s leased locations in favor of Collateral Agent in respect of each Borrower’s leased location(s)Bank; (kg) Borrower shall have delivered a legal opinion of Borrowers’ Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (lh) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (ni) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s 's obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Lender shall have received, in form and substance satisfactory to Collateral AgentLender, such documents, and completion of such other matters, as Collateral Agent Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower is a party; (b) duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicableAgreement[s]; (c) duly executed original Secured Promissory Notes in favor of each Lender according in an amount not to its Commitment Percentageexceed the Term Loan; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (he) duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (if) Collateral Agent Lender shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Lender shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s); (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (mg) evidence satisfactory to Collateral Agent Lender that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersLender; and (nh) payment of the fees and Lenders’ Lenders Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) Borrower shall have delivered duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (e) Borrower shall have delivered a Payment Agreement from Xxxxx Fargo Bank; (f) Borrower shall have delivered evidence that (i) Collateral Agent the Liens securing Indebtedness owed by Borrower to Xxxxx Fargo 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. (g) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (h) Borrower shall have delivered the Perfection Certificate(s) executed by Borrower; (i) [omitted]; (j) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s);Borrower shall have delivered the insurance policies and/or endorsements required pursuant to Section 6.5 hereof; and (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (n) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) Borrower shall have delivered duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia Delaware and each other jurisdiction in which Parent is qualified to conduct business, each a good standing certificate of Borrower certified by the Secretary of State of the State of California as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (e) Borrower shall have delivered a Payment Agreement from Western Technology Investment; (f) Borrower shall have delivered evidence that (i) Collateral Agent the Liens securing Indebtedness owed by Borrower to Western Technology Investment 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) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jh) a landlord’s consent Borrower shall have delivered the Perfection Certificate(s) executed in favor of Collateral Agent in respect of each by Borrower’s leased location(s); (ki) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that Borrower shall have delivered the insurance policies and/or endorsements required by pursuant to Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lendershereof; and (nj) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly Duly executed original signatures to the Control Agreements, or similar, with respect Agreements required pursuant to each of Borrowers’ deposit and securities accounts, as applicablethis Agreement; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior Duly executed original signatures to the Effective Date; (g) the Perfection Certificate completed Borrowing Resolutions for each Borrower; (he) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) Borrower shall have delivered a landlord’s consent with respect to each of Borrower’s leased locations executed in favor of Collateral Agent in respect of each Borrower’s leased location(s)Bank; (kg) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (nh) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) Borrower shall have delivered duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicableAgreement; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia Delaware and each other jurisdiction in which Parent is qualified to conduct business, each the Secretary of State of the State of California as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (ie) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) a landlord’s consent Borrower shall have delivered the Perfection Certificate executed in favor of Collateral Agent in respect of each by Borrower’s leased location(s); (kg) a legal opinion of Borrowers’ counsel dated as of Borrower shall have delivered the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures insurance policies and/or endorsements required pursuant to the Investment Letter; (m) Section 6.6 evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof 6.6 are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (nh) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 hereof2.5.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent Borrower shall consent to or shall have receiveddelivered, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly executed original signatures the Pledged CD(s) whose aggregate Value shall be equal to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable;greater than the Minimum Collateral Value (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate Certificate of Parent Existence and Good Standing certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Nevada as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Xxxxxx’x Operating Documents and a Certificate of Protox US Existence and good standing certificates of Protox US Good Standing certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each Pennsylvania as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (he) duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (if) Collateral Agent shall have received duly executed original signatures to the completed Borrowing Resolutions for Xxxxxx; (g) certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jh) a landlord’s consent the Perfection Certificate executed in favor of Collateral Agent in respect of each by Borrower’s leased location(s); (ki) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment LetterGuaranty; (mj) evidence satisfactory to Collateral Agent that the insurance policies and/or endorsements required by pursuant to Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lendershereof; and (nk) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Each Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) Each Borrower shall have delivered duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Each Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent such Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Each Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each such Borrower, in a form acceptable to Collateral Agent; (e) Borrowers shall have delivered payoff letters from Horizon Technology Funding Company LLC and ADC Telecommunications Inc.; (f) Borrowers shall have delivered evidence that (i) Collateral Agent the Liens securing Indebtedness owed by Borrower to Horizon Technology Funding Company LLC and ADC Telecommunications 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) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jh) Borrowers shall have delivered the Perfection Certificates executed by Borrowers; (i) Borrowers shall have delivered a landlord’s consent executed by the landlords for Borrowers’ Redwood City and Westborough locations, in favor of Collateral Agent in respect of each Borrower’s leased location(s)Bank; (kj) Borrowers shall have delivered a legal opinion of Borrowers’ Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (lk) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (nl) payment of Borrowers shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s Lenders’ obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Lenders shall have received, in form and substance satisfactory to Collateral AgentLenders, such documents, and completion of such other matters, as Collateral Agent Lenders may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) Borrower shall have delivered a duly executed original signatures signature to Control Agreements, or similar, with respect the Warrant to each of Borrowers’ deposit be issued to Oxford and securities accounts, as applicablea duly executed original signature to the Warrant to be issued to Bank; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province States of British Columbia California and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for Borrower (one set for each Borrower, in a form acceptable to Collateral AgentLender); (ie) Collateral Agent Lenders shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Lenders shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) Borrower shall have delivered the two Perfection Certificate executed by Borrower (one for each Lender); (g) Borrower shall have delivered a copy of its executed Registration Rights Agreement and any amendments thereto; (h) Borrower shall have delivered a landlord’s consent executed by the applicable landlord in favor of Collateral Agent in respect of each Borrower’s leased location(s)Lenders for any locations where Financed Equipment will be located; (ki) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence reasonably satisfactory to Collateral Agent Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenderseach Lender; and (nj) payment of Borrower shall have paid the fees and Lenders’ Lenders Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or shall have received, in form and substance satisfactory to Collateral Agent, such documents, and completion of such other matters, as Collateral Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower is a partyDocuments; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Borrower’s Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (d) duly executed original signatures to the Warrants; (e) duly executed original signatures to that certain First Amendment to the Senior Loan Agreement dated as of the date hereof; (f) duly executed original signatures to a Subordination Agreement by and among SVB, in its capacity as Agent and a Lender hereunder, SVB in its capacity as lender under the Operating Documents of Protox US Senior Loan Agreement and good standing certificates of Protox US certified by the Secretary of State ORIX dated as of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Datehereof; (g) duly executed original signatures to the Perfection Certificate for each Intercreditor Agreement by and among SVB and ORIX, and acknowledged by Borrower, dated as of the date hereof; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable that certain First Amendment to Collateral Agentthe Senior Loan Agreement dated as of the date hereof; (i) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Lenders shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor an updated Perfection Certificate of Collateral Agent in respect of each Borrower’s leased location(s); (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date , together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (mk) evidence satisfactory to Collateral Agent that the insurance policies 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 Agent (or endorsements reflecting the same) in favor of Collateral Agent, for the ratable benefit of the Lenders; and (nl) payment of the fees and Lenders’ Lender Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures signature pages to the Loan Documents to which each Borrower is a partyDocuments; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Borrower’s Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and Minnesota, together with certificates of foreign qualification from the Secretaries of State from each other jurisdiction of the jurisdictions in which Parent Borrower is qualified to conduct businesstransact business as a foreign entity listed on the Perfection Certificate, as may be required by Bank, in each case as of a date no earlier than thirty (30) days prior to the Effective Date; (fc) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior duly executed signature pages to the Effective Date; (g) the Perfection Secretary’s Certificate with completed Borrowing Resolutions for each Borrower; (hd) duly executed original signatures signature pages to an officer’s certificate for each Borrowera payoff letter from Buffalo City Center Leasing (“Prior Lender”), evidencing repayment in a form acceptable full of all obligations owed to Collateral AgentPrior Lender; (e) evidence that (i) Collateral Agent shall 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 received or will, concurrently with the initial Credit Extension, be terminated; (f) certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jg) a landlord’s consent the Perfection Certificate of Borrower, together with the duly executed in favor of Collateral Agent in respect of each Borrower’s leased location(s)signature pages thereto; (kh) [Reserved]; (i) [Reserved]; (j) a legal opinion of Borrowers’ counsel Borrower’s counsel, in form and substance acceptable to Bank, in its reasonable discretion, dated as of the Effective Date together with the duly executed original signatures signature pages thereto; (l) duly executed original signatures to the Investment Letter; (mk) evidence satisfactory to Collateral Agent Bank that the insurance policies 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 Collateral Agent, for Bank; (l) duly executed signature pages to the ratable benefit of the LendersPledge Agreement together with stock powers executed in blank; and (nm) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower is a partyDocuments; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicablethe Warrant; (c) duly executed original Secured Promissory Notes in favor of each Lender according signatures to its Commitment Percentagethe Control Agreements required by Section 6.6(b); (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a long-form good standing certificate certificates of Parent Borrower certified by the Registrar Secretary of Companies State (or equivalent agency) of the Province Borrower’s jurisdiction of British Columbia organization or formation and each other jurisdiction in which Parent Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (he) duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (if) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jg) either (A) a landlord’s consent duly executed in favor signature to a payoff letter satisfactory to Bank from Structural Capital Investments II, LP (“SCI”) which evidences the amount of Collateral Agent in respect funds necessary to repay all of each Borrower’s leased location(sobligations to SCI and SCI’s wire transfer instructions for payment, and that (i) the Liens securing Indebtedness owed by Borrower to SCI 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 (the “Payoff Letter”), or (B) Borrower has presented proof that it has paid from its own funds all of its Indebtedness to SCI and all of the Liens of SCI, including without limitation any financing statements and/or control agreements, have been terminated; (kh) a legal opinion duly executed Payment/Advance Form and current Sales Report for the First Term Loan; (i) the Perfection Certificate of Borrowers’ counsel dated as of the Effective Date Borrower, together with the duly executed original signatures signature thereto; (lj) duly executed original signatures all Indebtedness due to Borrower’s officers, directors, current and former shareholders and other Lien holders, if any, is subordinated to the Investment LetterObligations pursuant to a subordination agreement between such holders of Indebtedness and Bank, in form and substance satisfactory to Bank; (mk) evidence satisfactory to Collateral Agent 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 Collateral Agent, for the ratable benefit of the LendersBank; and (nl) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of CIT to make the initial Credit Extension hereunder (whether such Credit Extension shall consist of the making of a Term Loan or assistance to the Borrower in establishing or opening Letters of Credit) is subject to the condition precedent that Collateral Agent shall consent satisfaction on or before the date thereof of each of the following conditions, in addition to or the conditions set forth in Section 7.2: (a) The Bankruptcy Court shall have receivedentered an order authorizing the joint administration of the chapter 11 cases of Borrower, GRS, and GMO.. (b) The Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, shall have been entered by the Bankruptcy Court, and CIT shall have received a certified copy of the same, and such order shall not have been reversed, stayed, modified, amended or appealed. (c) The Borrower shall have executed and delivered to CIT the Note, substantially in the form of Exhibit C hereto, and all Related Documents required by CIT, each of which shall be dated the Entry Date, and GRS and GMO have executed this Agreement, the Subsidiary Guaranties and the Subsidiary Security Agreements and all other documents required by CIT to evidence or perfect a first perfected lien and security interest in all real and personal property of GRS and GMO. (d) The Borrower shall have paid to CIT all fees when due and other amounts due and payable to CIT when due, including but not limited to amounts due under Section 2.8 or 11.6 hereof. The Borrower shall have paid to counsel to CIT all reasonable fees and other client charges due to such counsel on the date of the initial Credit Extension. (e) CIT shall have received certificates satisfactory in form and substance to it from the Borrower, signed by the Designated Borrowing Officer, certifying as to (i) true copies of Borrower's, GRS's and GMO's charter and by-laws, (ii) true copies of all corporate action taken by the Borrower, GRS and GMO, respectively, relative to the Related Documents and the transactions contemplated thereby (which shall designate one or more Designated Financial Officers and Designated Borrowing Officers), (iii) the true signatures and incumbency of the Designated Borrowing Officers and (iv) such other matters as CIT may reasonably request. (f) CIT shall have received a certified copy of the initial Borrowing Base Certificate satisfactory to CIT showing Availability of not less than Five Million Dollars ($5,000,000.00), after giving affect to the Loans and Letters of Credit to be issued as part of the initial funding and deducting all post-petition debts and payables which will not be paid with such Loans. (g) The Lien in favor of CIT with respect to the Collateral shall be a valid and perfected first priority Lien prior to all other Liens in the Collateral, and Borrower shall have executed and delivered such UCC financing statements as CIT may request. (h) The Borrower shall have caused all property insurance policies, including those relating to the GRS Collateral and the GMO Collateral, to show CIT as loss payee as its interest may appear and, with respect to Inventory, all such policies shall name CIT as first payee. (i) CIT shall have received copies of the most recent Annual Report (Form 5500), including Schedule B thereto, and the most recent actuarial report for each Benefit Plan. In addition, CIT shall have received evidence in the form of an officer's certificate, in form and substance reasonably satisfactory to Collateral AgentCIT, such documentsof the Borrower's compliance with all Environmental Laws, ERISA, labor and WARN matters. (j) CIT shall have received from counsel to the Borrower, a favorable opinion substantially in the form of Exhibit H hereto, and completion covering, among other things, entry of such other mattersthe Interim Bankruptcy Court Order and notice having been given in accordance with the applicable provisions of the Bankruptcy Code, as Collateral Agent may reasonably deem necessary or appropriate, including, without limitation:the Bankruptcy Rules and any order of the Bankruptcy Court. (ak) duly executed original signatures to the Loan Documents to which each Borrower is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent certified by the Registrar of Companies of the Province of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent CIT shall have received certified copiescopies of current Form UCC-11s or reports from a reporting company satisfactory to CIT, dated listing all effective UCC financing statements, tax liens and judgment liens in each of the jurisdictions listed on Schedule 1.1 hereto, which name as debtor the Borrower, together with copies of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches either constitute Permitted Liens or have been orstatements, none of which (other than those consented to by CIT), shall cover any of the Collateral, unless such financing statements will be terminated in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor repayment of Collateral Agent in respect of each Borrower’s leased location(s); (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto;'s prepetition working capital facility. (l) duly executed original signatures The Borrower shall provide CIT with a certified audit of the Inventory conducted by an independent certified public accountant acceptable to the Investment Letter;CIT. (m) evidence satisfactory CIT shall be satisfied with Borrower's financial condition and no material adverse change in Borrower's financial condition, business, prospects, profitability, assets or operations shall have occurred since July 19, 1996 or which were not reflected in the statements or projections submitted to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; andCIT. (n) payment CIT shall have received a satisfactory appraisal of the fees Inventory. (o) CIT shall have received a satisfactory twelve (12) month cash budget projection. (p) All legal proceedings in connection with the transactions contemplated by this Agreement and Lenders’ Expenses then due the other Related Documents shall be satisfactory to CIT and CIT shall have received all such counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance reasonably satisfactory to CIT, as specified in Section 2.5 hereofCIT may from time to time request.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral AgentAgent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed original signatures to the Loan Documents to which by Borrower, each Subsidiary of Borrower and each Guarantor, as applicable, that is a partyLoan Party; (b) duly executed original signatures to Control AgreementsWarrants, or similar, together with respect to each a capitalization table and copies of Borrowers’ deposit and securities accounts, as applicableIrish Parent’s equity documents; (c) duly executed original Secured Promissory Notes Control Agreements with respect to any Collateral Accounts maintained by Borrower (save for Iterum International’s Deposit Accounts maintained with financial institutions in favor Ireland, in respect of which Iterum International shall deliver notices of assignment in a form agreed with Collateral Agent to the relevant bank or financial institution on the Effective Date), each Lender according Subsidiary of Borrower that is a Loan Party and each Guarantor to its Commitment Percentagethe extent Control Agreements are recognized under local laws, and if not recognized then each Guarantor shall deliver notices of assignment in a form agreed with Collateral Agent to the relevant bank or financial institution on the Effective Date; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificatestock transfer forms, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate certificates or letter of Parent good standing (as appropriate) of Borrower and each Subsidiary of Borrower that is a Loan Party and each Guarantor certified by the Registrar Secretary of Companies State (or equivalent agency) of Borrower’s, such Subsidiary’s and such Guarantor’s jurisdiction of incorporation, organization or formation (to the Province of British Columbia extent that such concept exists in such jurisdiction) and each other jurisdiction in which Parent Borrower, each Subsidiary of Borrower that is a Loan Party and each Guarantor qualified to conduct businessbusiness (in each jurisdiction where such qualification is required), each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) Irish Debenture duly executed; (g) duly signed/executed copies of all notices and deliverables (including but not limited to stock transfer forms, dividend mandates and letters of authority) required under the Operating Documents Irish Debenture; (h) a completed Perfection Certificate for Borrower, each Subsidiary of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California Borrower that is a Loan Party and each state in which Protox US is qualified to conduct businessGuarantor; (i) the Annual Projections, for the current calendar year; (j) duly executed original officer’s certificate for Borrower, each Subsidiary of Borrower that is a Loan Party and each Guarantor that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (k) certified copies, dated as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jl) a landlord’s consent bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower’s leased location(s), any Subsidiary of Borrower that is a Loan Party or any Guarantor maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) in the United States (except for contract manufacturers and clinical sites identified on the Perfection Certificates to the extent that any such contract manufacturer and clinical site maintains Collateral having a book value in the aggregate not in excess of Five Hundred Thousand Dollars ($500,000.00) per location) and, to the extent Collateral Agent deems appropriate, outside the United States; (km) a duly executed legal opinion of Borrowers’ counsel to Borrower, each Subsidiary of Borrower that is a Loan Party and each Guarantor dated as of the Effective Date together with the duly executed original signatures Date; (n) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (lo) duly executed original signatures up to date searches against each of (i) Irish Parent and (ii) Iterum International in the Investment Letter; (m) evidence CRO and High Court Central Office in Ireland and all other appropriate registries or public offices and searches from the High Court register of petitions for liquidations and bankruptcy together with explanations satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lendersall acts appearing thereon; and (np) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s Lenders’ obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or shall have received, in form and substance satisfactory to Collateral Agent, such documents, and completion of such other matters, as Collateral Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicableVCOC Letter Agreement; (c) duly executed original Secured Promissory Notes in favor of each Lender according Right to its Commitment PercentageInvest Letter; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Borrower shall have delivered its Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) the Operating Documents of Protox US Duly executed and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate completed Borrowing Resolutions for each Borrower; (hf) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jg) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s); (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and; (nh) payment of Borrower shall have paid the fees and Lenders’ Expenses then due as specified in Section 2.5 2.3 hereof; or (i) There has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Network shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Network certified by the Registrar Secretary of Companies State of the Province applicable state of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each formation as of a date no earlier than thirty (30) days prior to the Effective Date; (fc) the Alliance shall have delivered its Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective DateDocuments; (gd) Secretary’s Certificates attesting to the Perfection Certificate duly executed Borrowing Resolutions for each Borrower; (he) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC Code termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s); (k) Borrower shall have delivered a legal opinion of Borrowers’ Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (lg) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lendersof; and (nh) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s Bank's obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fc) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) duly Duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agentthe Corporate Borrowing Certificate; (id) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC Code termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (je) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s); (k) Borrower shall have delivered a legal opinion of Borrowers’ Borrower's counsel dated as of the Effective Date together with the duly executed original signatures thereto; (lf) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 6.4 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (ng) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension hereunder on or after the Effective Date is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) Borrower shall have delivered duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicableif any; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province applicable state of British Columbia and each other jurisdiction in which Parent is qualified to conduct businessincorporation or organization of Borrower, each dated as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Borrower shall have delivered duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) Borrower shall have delivered the Subordination Agreement duly executed by any holder of Subordinated Debt as required by Bank, in favor of Bank; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State Borrower shall have delivered a copy of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Dateduly executed Xxxxx Loan Agreement; (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jh) Borrower shall have delivered the Perfection Certificate executed by Borrower and each Guarantor; (i) Borrower shall have delivered a landlord’s consent executed by each landlord of Borrower as required by Bank, in favor of Collateral Agent Bank; (j) Borrower shall have delivered a bailee’s/warehouseman’s waiver executed by each bailee, if any, of Borrower as required by Bank, in respect favor of each Borrower’s leased location(s)Bank; (k) Borrower shall have delivered a legal opinion of Borrowers’ Borrower’s counsel as to authority and enforceability, dated as of the Effective Date together with the duly executed original signatures thereto; (l) Borrower shall have delivered the duly executed original signatures to each Guaranty, together with the Investment Lettercompleted Borrowing Resolutions for Guarantor; (m) Bank shall have received evidence satisfactory to Collateral Agent Bank, in its sole discretion, that the Alafi Letter of Credit, naming Bank as beneficiary thereunder, remains in effect; (n) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (no) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) Borrower shall have delivered duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia California (Creative Concepts Holding, Inc. and each other jurisdiction in which Parent is qualified to conduct businessCreative Concepts Software, each Inc.) and the State of Connecticut (Sentinel Business Systems, Inc.) as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (e) Borrower shall have delivered a Payment Agreement from Comerica Bank; (f) Borrower shall have delivered evidence that (i) Collateral Agent 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. (g) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jh) a landlord’s consent Borrower shall have delivered the Perfection Certificate(s) executed in favor of Collateral Agent in respect of each Borrower’s leased location(s)by Borrower and Guarantor; (ki) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that Borrower shall have delivered the insurance policies and/or endorsements required by pursuant to Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lendershereof; and (nj) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension hereunder is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) Borrower shall have delivered duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicableif any; (c) duly executed original Secured Promissory Notes in favor of CRI, and, to the extent changed since last delivered to Bank, each Lender according to other Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent certified by the Registrar Secretary of Companies State (or equivalent) of the Province applicable state or jurisdiction of British Columbia and each other jurisdiction in which Parent is qualified to conduct businessincorporation or organization of such Borrower, each dated as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and Borrower shall have delivered good standing certificates of Protox US certified by the Secretary of State (or equivalent) of the State applicable state or jurisdiction of Delawareincorporation or organization of such Borrower, California and together with certificates of foreign qualification from each applicable state or jurisdiction in which Protox US each respective Borrower is qualified to conduct businessso qualified, in each case dated as of a date no earlier than thirty (30) days prior to the Effective Date; (ge) Borrower shall have delivered duly executed original signatures to the Perfection Certificate completed Borrowing Resolutions for each Borrower; (hf) Borrower shall have delivered a Subordination Agreement duly executed original signatures to an officer’s certificate for each Borrowerby any holder of Subordinated Debt, if any, as required by Bank, in a form acceptable to Collateral Agentfavor of Bank; (ig) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jh) Borrower shall have delivered the Perfection Certificates executed by each Borrower; (i) Borrower shall have delivered a landlord’s consent executed by each landlord of Borrower, as required by Bank, in favor of Collateral Agent Bank; (j) Borrower shall have delivered a bailee’s/warehouseman’s waiver executed by each bailee, if any, of Borrower as required by Bank, in respect favor of each Borrower’s leased location(s)Bank; (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (nl) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) Borrower shall have delivered duly executed original signatures to the Control Agreements, or similar, with respect to Agreements for each of Borrowers’ deposit and securities accounts, the Domestic Collateral Accounts as applicablerequired under Section 6.8; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; Borrower shall have delivered (di) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent Borrower and a any Guarantor, and (ii) good standing certificate of Parent certificates for Borrower and any Guarantor, certified by the Registrar Secretary of Companies State of the Province state of British Columbia organization for such entity (and from any other jurisdictions as Bank may reasonably request), in each other jurisdiction in which Parent is qualified to conduct business, each instance as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (ie) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) a landlord’s consent Borrower shall have delivered an executed Perfection Certificate for Borrower and each Guarantor, which may be provided in favor of Collateral Agent in respect of each Borrower’s leased location(s)one Perfection Certificate; (kg) a legal opinion of Borrowers’ counsel dated as of Borrower shall have delivered the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment LetterGuaranties required by Bank, together with the completed Borrowing Resolutions for each Guarantor; (mh) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by both Section 6.5 6.7 hereof and the Guaranties are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; andBank; (ni) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof; and (j) Borrower shall have delivered certificates representing 100% of the shares of capital stock or membership interests (as applicable) and to the extent certificated, of each of Storm, Centra, Thinq, and Saba International, together with stock powers executed in blank.

Conditions Precedent to Initial Credit Extension. Each LenderHSBC’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or HSBC shall have received, in form and substance satisfactory to Collateral AgentHSBC in its sole discretion, such documents, and completion of such other matters, as Collateral Agent HSBC may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower is a partyDocuments; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Borrower’s Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (hc) duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (d) duly executed original signature to a payoff letter from Silicon Valley Bank; (e) evidence that (i) Collateral Agent shall the Liens securing Indebtedness owed by Borrower to Silicon Valley Bank will be terminated prior to or concurrent with the initial Credit Extension and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have received or will, concurrently with the initial Credit Extension, be terminated; (f) certified copies, dated as of a recent date, of financing statement bankruptcy, judgment and lien searches, as Collateral Agent HSBC shall request, accompanied by written evidence (including any UCC termination statements) that the Liens and judgments indicated in any such financing statement searches search results either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jg) a landlord’s consent the Diligence Certificate of Borrower, together with the duly executed in favor of Collateral Agent in respect of each Borrower’s leased location(s)original signatures thereto; (kh) a legal opinion of Borrowers’ Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures signature thereto; (l) duly executed original signatures to the Investment Letter; (mi) evidence satisfactory to Collateral Agent HSBC that the insurance policies required by Section 6.5 6.4 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (nj) payment of the fees and Lenders’ HSBC Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the applicable Loan Documents to which each Borrower is a partyDocuments; (b) duly executed original signatures to the Control Agreements, or similar, Agreements with respect to each any securities accounts of Borrowers’ deposit and Borrower existing as of the Effective Date, including without limitation, any securities accounts, as applicableaccounts held with Bank’s Affiliates; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate certificates of Parent Borrower, with regard to each jurisdiction in which Borrower is registered to do business, such good standing certificates to be certified by the Registrar of Companies of the Province of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each applicable governmental authority as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (hd) duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (e) the duly executed original signature to a payoff letter from Comerica Bank; (f) Evidence that (i) Collateral Agent shall 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 received or will, concurrently with the initial Credit Extension, be terminated. (g) certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by by’ written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches 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; (jh) a landlord’s consent the Perfection Certificate executed in favor of Collateral Agent in respect of each by Borrower’s leased location(s); (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (mi) evidence satisfactory to Collateral Agent Bank that the insurance policies 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 Collateral Agent, for the ratable benefit of the LendersBank; and (nj) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s Bank's obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) : Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to ; [Intentionally Blank]; Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretaries of Companies State of the Province States of British Columbia Delaware and each other jurisdiction in which Parent is qualified to conduct business, each California as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) ; Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent ; Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j; Borrower shall have delivered the Perfection Certificate(s) executed by Borrower; Borrower shall have delivered a landlord’s 's waiver and consent executed by UCM/Xxxxxxxx-Xxxxxxx, LLC in favor of Collateral Agent in respect of each Borrower’s leased location(s); (k) Bank; Borrower shall have delivered a legal opinion of Borrowers’ Borrower's counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that ; Borrower shall have delivered the insurance policies and/or endorsements required by pursuant to Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (n) payment of and Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s Bank's obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) to which it is a party; Borrower shall have delivered duly executed original signatures to the Loan Documents to which each Borrower is a party;Documents (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fc) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) Borrower shall have delivered duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (id) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (je) a landlord’s consent Borrower shall have delivered the Perfection Certificate(s) executed in favor of Collateral Agent in respect of each by Borrower’s leased location(s); (kf) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto; (l) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Collateral Agent that Borrower shall have delivered the insurance policies and/or endorsements required by pursuant to Section 6.5 hereof are in full force hereof; and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; andhereof. (ng) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 hereof.2.4

Conditions Precedent to Initial Credit Extension. Each Lender’s Bank's obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such the following documents, and completion of such other matters, as Collateral Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fc) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior Duly executed original signatures to the Effective Date; (g) the Perfection Certificate completed Borrowing Resolutions for each Borrower; (hd) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (je) Borrower shall have delivered a landlord’s 's consent executed in favor of Collateral Agent Bank in respect of each Borrower’s leased location(s)the form attached hereto as Exhibit C; (kf) Borrower shall have delivered a legal opinion of Borrowers’ Borrower's counsel dated as of the Effective Date together with the duly executed original signatures thereto; (lg) duly executed original signatures to the Investment Letter; (m) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (nh) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s Bank's obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan Documents to which each Borrower it is a party; (b) duly Duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicableAgreement[s]; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior Duly executed original signatures to the Effective Date; (g) the Perfection Certificate completed Borrowing Resolutions for each Borrower; (he) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s); (k) Borrower shall have delivered a legal opinion of Borrowers’ Borrower's counsel dated as of the Effective Date together with the duly executed original signatures thereto; (lg) duly Duly executed original signatures to the Investment Letterratification of guaranty and security agreement (together with the completed Borrowing Resolution) for Guarantor; (mh) Borrower shall have delivered evidence satisfactory to Collateral Agent Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersBank; and (ni) payment of Borrower shall have paid the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent shall consent to or Bank shall have received, in form and substance satisfactory to Collateral AgentBank, such documents, and completion of such other matters, as Collateral Agent Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which each Borrower is a partyDocuments; (b) duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) the Borrower’s Operating Documents of Parent and a good standing certificate of Parent Borrower certified by the Registrar Secretary of Companies State of the Province State of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (hd) duly executed original signatures to an officer’s certificate the completed Borrowing Resolutions for each Borrower, in a form acceptable to Collateral Agent; (e) duly executed original signature to a payoff letter from Comerica Bank; (f) evidence that (i) Collateral Agent shall 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 received or will, concurrently with the initial Credit Extension, be terminated; (g) certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jh) a landlord’s consent executed in favor the Perfection Certificate(s) of Collateral Agent in respect of each Borrower’s leased location(s); (k) a legal opinion of Borrowers’ counsel dated as of the Effective Date , together with the duly executed original signatures signature thereto; (l) duly executed original signatures to the Investment Letter; (mi) evidence satisfactory to Collateral Agent Bank that the insurance policies 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 Collateral Agent, for Bank; (j) the ratable benefit completion of the LendersInitial Audit with results satisfactory to Bank in its sole and absolute discretion at least thirty (30) days prior to the Funding Date of the initial Credit Extension; and (nk) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral AgentAgent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed original signatures to the Loan Documents to which by Xxxxxxxx, each Subsidiary of Borrower and each Guarantor, as applicable, that is a partyLoan Party; (b) duly executed original signatures to Control AgreementsWarrants, or similar, together with respect to each a capitalization table and copies of Borrowers’ deposit and securities accounts, as applicableIrish Parent’s equity documents; (c) duly executed original Secured Promissory Notes Control Agreements with respect to any Collateral Accounts maintained by Borrower (save for Iterum International’s Deposit Accounts maintained with financial institutions in favor Ireland, in respect of which Iterum International shall deliver notices of assignment in a form agreed with Collateral Agent to the relevant bank or financial institution on the Effective Date), each Lender according Subsidiary of Borrower that is a Loan Party and each Guarantor to its Commitment Percentagethe extent Control Agreements are recognized under local laws, and if not recognized then each Guarantor shall deliver notices of assignment in a form agreed with Collateral Agent to the relevant bank or financial institution on the Effective Date; (d) the certificate(s) for the Shares, together with assignment(s) separate from certificatestock transfer forms, duly executed in blank; (e) the Operating Documents of Parent and a good standing certificate certificates or letter of Parent good standing (as appropriate) of Borrower and each Subsidiary of Borrower that is a Loan Party and each Guarantor certified by the Registrar Secretary of Companies State (or equivalent agency) of Borrower’s, such Subsidiary’s and such Guarantor’s jurisdiction of incorporation, organization or formation (to the Province of British Columbia extent that such concept exists in such jurisdiction) and each other jurisdiction in which Parent Borrower, each Subsidiary of Borrower that is a Loan Party and each Guarantor qualified to conduct businessbusiness (in each jurisdiction where such qualification is required), each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) Irish Debenture duly executed; (g) duly signed/executed copies of all notices and deliverables (including but not limited to stock transfer forms, dividend mandates and letters of authority) required under the Operating Documents Irish Debenture; (h) a completed Perfection Certificate for Borrower, each Subsidiary of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California Borrower that is a Loan Party and each state in which Protox US is qualified to conduct businessGuarantor; (i) the Annual Projections, for the current calendar year; (j) duly executed original officer’s certificate for Xxxxxxxx, each Subsidiary of Borrower that is a Loan Party and each Guarantor that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (k) certified copies, dated as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jl) a landlord’s consent bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower’s leased location(s), any Subsidiary of Borrower that is a Loan Party or any Guarantor maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) in the United States (except for contract manufacturers and clinical sites identified on the Perfection Certificates to the extent that any such contract manufacturer and clinical site maintains Collateral having a book value in the aggregate not in excess of Five Hundred Thousand Dollars ($500,000.00) per location) and, to the extent Collateral Agent deems appropriate, outside the United States; (km) a duly executed legal opinion of Borrowers’ counsel to Xxxxxxxx, each Subsidiary of Borrower that is a Loan Party and each Guarantor dated as of the Effective Date together with the duly executed original signatures Date; (n) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (lo) duly executed original signatures up to date searches against each of (i) Irish Parent and (ii) Iterum International in the Investment Letter; (m) evidence CRO and High Court Central Office in Ireland and all other appropriate registries or public offices and searches from the High Court register of petitions for liquidations and bankruptcy together with explanations satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lendersall acts appearing thereon; and (np) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.