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

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of duly executed original signatures to the Subordinated Senior Loan Agreement Amendment and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to the Control Agreement(s)Agreements; (d) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory Intellectual Property search results and completed exhibits to Bank that the insurance policies required by Section 6.7 hereof are in full force and effectIP Agreement; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of duly executed original signatures to the Subordinated Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsControl Agreements; (c) duly executed original signatures to the Control Agreement(s)Addendum to Intellectual Property Security Agreement; (d) the Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction the State of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each Colorado as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to the Control Agreement(s); (db) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (g) a landlord’s consent in favor of Bank for each of Borrower’s leased locations, by the respective landlord thereof, together with the duly executed original signature signatures thereto; (h) evidence reasonably satisfactory a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; (i) with respect to the initial Advance, a completed Borrowing Base Statement (and any schedules related thereto and including any other information requested by Bank that the insurance policies required by Section 6.7 hereof are in full force and effectwith respect to Borrower’s Accounts); and (ij) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to the Control Agreement(s); (db) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (fd) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ge) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hf) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and (ig) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (cb) duly executed original signatures to the Control Agreement(s); (d) the each Co-Borrower’s Operating Documents and long-form good standing certificates of each Co-Borrower certified by the Secretary of State (or equivalent agency) of such Co-Borrower’s jurisdiction of organization or formation and each jurisdiction in which such Co-Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (c) a secretary’s certificate of each Co-Borrower with respect to such Co-Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) duly executed original signatures to the IP Agreements; (e) duly executed original signatures to the completed Borrowing Resolutions for each Co-Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of each Co-Borrower, together with the duly executed original signature signatures thereto; (h) evidence reasonably evidence, satisfactory to Bank in its sole discretion confirming that Upstart Holdings, Inc. is in good standing with the insurance policies required by Section 6.7 hereof are Secretary of State and the Franchise Tax Board in full force and effectthe state of California; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) an intellectual property security agreement; (e) a warrant to purchase common stock of Borrower; (f) the Guaranty; (g) receipt of a payoff letter from AvidBank concerning outstanding Indebtedness of Borrower due to such bank; and evidence satisfactory to Bank in its sole determination that any Lien securing obligations of Borrower to AvidBank (or any successor thereto) will be terminated, concurrently with the making of the initial Credit Extension; (h) certificate(s) of insurance naming Bank as loss payee and additional insured; (i) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (j) current financial statements of Borrower; (k) delivery of the share certificates representing the Shares and stock powers held by Borrower; (l) a deposit account control agreement satisfactory to Bank with respect to each of Borrower’s accounts not with Bank; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (n) establishment of the Bancontrol Account and lockbox arrangements; and (o) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of duly executed original signatures to the Subordinated Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsControl Agreements; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hg) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and (ih) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to the Control Agreement(s); (db) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) a Subordination Agreement duly executed by the creditors listed therein in favor of Bank, together with the duly executed signatures thereto and copies of the underlying documents evidencing Borrower’s Indebtedness with such Person; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect; and (ih) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.7 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of duly executed original signatures to the Subordinated Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsWarrant; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature signatures thereto; (g) a landlord’s consent, together with the duly executed original signatures thereto; (h) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (i) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and (ij) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of duly executed original signatures to the Subordinated Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsWarrant; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gf) the Perfection Certificate Certificates of Borrower, together with the duly executed original signature signatures thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 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 Bank; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance reasonably satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent theretoduly executed signatures to this Agreement; (b) duly executed original signatures to the Loan DocumentsIP Security Agreement; (c) duly executed original signatures to the Account Control Agreement(s)) required under Section 6.6; (d) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date[reserved]; (e) for each Loan Party, a certificate of such Loan Party, duly executed original signatures to by a Responsible Officer of such Loan Party, certifying and attaching (i) the completed Borrowing Resolutions for BorrowerOperating Documents of such Loan Party, (ii) resolutions duly approved by the Board of such Loan Party, (iii) any resolutions, consent or waiver duly approved by the requisite holders of such Loan Party’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (f) certified copies, dated a payoff letter with respect to Indebtedness outstanding as of a recent datethe Closing Date to Oxford Finance LLC, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, together with all documents reasonably required in connection with the initial Credit Extension, will be terminated or releasedpayoff and release of security interests; (g) the Perfection Certificate of BorrowerBorrower Representative, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof 6.5 are in full force and effect, and which certificates and endorsements shall be as set forth on Exhibit E; (i) original stock certificates representing the Shares, if any, together with a stock power or other appropriate instrument of transfer, with respect to each original stock certificate, if any, duly executed by the holder of record of such Xxxxxx and in blank; (j) a legal opinion of counsel to the Loan Parties; (k) a disbursement letter, duly executed by Borrower Representative; (l) financial statements of Borrower Representative and the most recent board-approved operating budget and financial projections for the fiscal year ending December 31, 2022; (m) a completed Debit Authorization and Credit Authorization, in each case, duly executed by a Borrower; (n) evidence satisfactory to Bank that Borrower Representative maintains no less than $200,000,000 in cash in Deposit Accounts which are demand deposit accounts held at CIBC (or evidence that such amount will be deposited in such accounts substantially concurrently with the satisfaction of the conditions listed in this Section 3.1); and (io) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof2.6.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of duly executed original signatures to the Subordinated Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsControl Agreements required by Bank; (c) duly executed original signatures to the Control Agreement(s)completed Borrowing Resolutions for Borrower; (d) the Borrower’s Operating Documents and long-form good standing certificates a Certificate of Existence and Good Standing of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction the State of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures Evidence of Borrower’s good standing and authorization to the completed Borrowing Resolutions for Borrowertransact business as a foreign entity in each jurisdiction set forth on Schedule 3.1(e); (f) certified copies, dated as of a recent date, of such financing statement searches, as duly executed original bailee agreement in form and substance satisfactory to Bank may request, accompanied by written evidence (including any UCC termination statements) that in its sole discretion from the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;parties identified on Schedule 3.1(f) (g) the Perfection Certificate Certificate(s) of Borrower, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to a landlord’s consent in favor of Bank that for Borrowers’ offices at the addresses listed Schedule 3.1, attached hereto, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) the insurance policies and/or endorsements required by pursuant to Section 6.7 hereof are in full force and effect; andhereof; (ij) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to the Control Agreement(s); (db) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gf) the Perfection Certificate Certificate(s) of each Borrower, together with the duly executed original signature signatures thereto; (g) Intellectual Property search results and completed exhibits to the IP Agreement; (h) evidence reasonably satisfactory to Bank that the insurance policies and/or endorsements required by pursuant to Section 6.7 hereof are in full force hereof; (i) with respect to the initial Advance, a completed Borrowing Base Report (and effectany schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts); and (ij) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of duly executed original signatures to the Subordinated Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsControl Agreement(s), if any; (c) duly executed original signatures to the Control Agreement(s); (d) the each Borrower’s Operating Documents and long-form a good standing certificates certificate of each Borrower certified by the Secretary of State of the State of Nevada and Delaware (or equivalent agency) of as applicable to each Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business), each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.8 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (cb) duly executed original signatures to the Control Agreement(sWarrant (Term A Loan); (dc) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed Borrowing Resolutions for BorrowerXxxxxxxx; (fe) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gf) the Perfection Certificate of BorrowerXxxxxxxx, together with the duly executed original signature thereto; (g) a copy of Xxxxxxxx’s Investors’ Rights Agreement and any amendments thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses in favor of Bank; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (cb) duly executed original signatures to the Control Agreement(s); (d) the extent amended and/or modified since last delivered by Borrower to Bank, each Borrower’s Operating Documents and long-form good standing certificates of Borrower Documents, certified by the Secretary of State (or equivalent agency) of for such Borrower’s jurisdiction of organization or formation incorporation (as applicable), as of a date no earlier than thirty (30) days prior to the Effective Date; (c) Secretary’s Certificate with completed Borrowing Resolutions for each Borrower; (d) a long-form good standing certificate (where available) of each Borrower and certificates of foreign qualification/good standing of each jurisdiction Borrower, for all other states in which such Borrower is qualified to conduct do business, in each case certified by the applicable Secretary of State as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hf) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses in favor of Bank; and (ig) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery duly executed original signatures of Borrower to the Subordinated Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan Documents; (cother than Bank or SVB Securities) duly executed original signatures to the Control Agreement(s); (dc) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect; and, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated duly executed Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsControl Agreements with UBS; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents of Xxxxxxxx and long-form good standing certificates of Borrower certified by the Secretary of State of the State of Delaware and the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each other jurisdiction in which Borrower is qualified to conduct business, in each case as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) certificate duly executed original signatures by a Responsible Officer or secretary of Borrower with respect to the completed Xxxxxxxx (i) Operating Documents and (ii) Borrowing Resolutions for BorrowerResolutions; (fe) certified copies, dated as of a recent date, of such searches for financing statement searches, as Bank may requestfiled in the central filing office of the State of Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gf) the duly executed Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) Intellectual Property search results; (h) evidence reasonably satisfactory with respect to the initial Advance, a completed Borrowing Base Statement (and any schedules related thereto and including any other information requested by Bank that the insurance policies required by Section 6.7 hereof are in full force and effectwith respect to Borrower’s Accounts); and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 1.9 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery duly executed copies of signatures to the Subordinated Loan Agreement and satisfaction of all conditions precedent theretoDocuments which are not specifically listed below; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to the Control Agreement(s); (d) the Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction the State of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each Nevada as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) duly executed original copies of signatures to the completed Borrowing Resolutions for Borrower; (fd) the Subordination Agreement, together with the duly executed copies of signatures thereto; (e) certified copies, dated as of a recent date, of such financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature signatures thereto; (hg) evidence reasonably the completion of the Initial Audit with results satisfactory to Bank that in its sole and absolute discretion (provided however such Initial Audit shall only be a condition precedent to the insurance policies required by Section 6.7 hereof are in full force first Advance and effectnot to the making of the Term Loan); and (ih) payment of the fees and Bank Expenses then due commitment fee as specified in Section 2.5 hereof2.4(a).

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of duly executed signatures to the Subordinated Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsWarrant; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation Washington and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) duly executed original signature to a payoff letter from Hercules Capital, Inc. (or its applicable affiliates); (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to Hercules Capital, Inc. (or its affiliates) will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (g) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gh) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hi) evidence reasonably satisfactory to Bank that a legal opinion of Borrower’s counsel dated as of the insurance policies required by Section 6.7 hereof are in full force and effectEffective Date together with the duly executed original signature thereto; and (ij) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly Duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (cb) duly Duly executed original signatures to the Control Agreement(s)Agreements; (dc) the Borrower shall have delivered its Operating Documents and long-form a good standing certificates certificate of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction the State of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly Duly executed original signatures to the completed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or Borrower shall have been or, in connection with the initial Credit Extension, will be terminated or released; (g) delivered the Perfection Certificate of BorrowerCertificates executed by Borrower and Guarantor, together with the duly executed original signature signatures thereto; (f) Duly executed original signatures to the Unconditional Guaranty and Security Agreement, together with the completed Borrowing Resolutions for Guarantor; (g) landlord’s consents with respect to each of Borrower’s leased locations; (h) Borrower shall have delivered evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and (i) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, the Warrant, and all other Loan Documents to be executed and delivered on the Closing Date; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) long form certificates of good standing from Delaware and Massachusetts, each certified by the applicable Secretary of State/Commonwealth within thirty (30) days of the Closing Date; (d) UCC Lien searches reflecting no filings other than those in favor of Bank and Permitted Liens; (e) UCC-1 Financing Statement; (f) duly executed payoff letter from each convertible/bridge noteholder; (g) evidence that (i) the Liens securing Indebtedness owed by Borrower to: (i) Dxxxx Xxxxxxx, as Collateral Agent, and (ii) convertible/bridge noteholders will be terminated and/or fully converted to equity securities of Borrower, and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (h) agreement to provide insurance; (i) payment of the fees and Bank Expenses then due specified in Section 2.4 hereof; (j) an audit of the Collateral, the results of which shall be satisfactory to Bank; (k) current financial statements of Borrower; and (l) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (cb) duly executed original signatures to the Control Agreement(sAgreement (if any); (dc) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation Delaware and each other jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s 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 original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) duly executed signatures to the Stock Pledge Agreement; (i) stock power form (1 original) executed by Borrower with respect to its capital stock of Securities Corporation and delivery of original stock certificates evidencing such ownership interest in Securities Corporation; (j) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing additional insured clauses or endorsements in favor of Bank; and (ik) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of duly executed signatures to the Subordinated Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsClosing Warrants; (c) duly executed original signatures to the Control Agreement(s)Agreements, if any; (d) (i) the Operating Documents and long-form good standing certificates certificate of Borrower certified by the Secretary of State of Delaware and (or equivalent agencyii) a good standing certificate/foreign qualification from the State of Borrower’s jurisdiction California certified by the Secretary of organization or formation and each jurisdiction in which Borrower is qualified to conduct businessState of California, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to a bailee’s waiver in favor of Bank that for each location where Borrower maintains property with a third party in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), by each such third party, together with the insurance policies required by Section 6.7 hereof are in full force and effectduly executed signatures thereto, if any; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension on or after the Effective Date is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documentsthis Agreement; (c) duly executed original signatures to the Control Agreement(s); (db) the Operating Documents and long-form good standing certificates of each Borrower certified by the Secretary of State (or equivalent agency) of each Borrower’s jurisdiction of organization or formation and each jurisdiction in which each Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) a secretary’s certificate of each Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) duly executed original signatures to the completed Borrowing Resolutions for each Borrower; (fe) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with Liens; (f) the initial Credit Extension, will be terminated or releasedPerfection Certificate for each Borrower; (g) Intellectual Property search results and completed exhibits to the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effectIP Agreement; and (ih) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of duly executed original signatures to the Subordinated Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsWarrant; (c) duly executed original signatures to the Control Agreement(s)Agreements, if any; (d) the Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction the State of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature signatures thereto; (h) a copy of Borrower’s Amended and Restated Investors’ Rights Agreement and any amendments thereto; (i) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (j) evidence satisfactory to Bank that Borrower has consummated the Equity Event; and (ik) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to the Control Agreement(s); (db) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hg) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and (ih) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.6 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may have reasonably deem necessary or appropriaterequested, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrant; (c) duly executed original signatures to the any Control Agreement(s); (d) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated duly executed Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents of Borrower and a long-form good standing certificates certificate of (i) Borrower certified by the Secretary of State of the State of Delaware and (ii) Evolv Technologies certified by the Secretary of the Commonwealth (or equivalent agency) of Borrower’s jurisdiction of organization or formation and Massachusetts, in each jurisdiction in which Borrower is qualified to conduct business, each case as of a date no earlier than thirty (30) 30 days prior to the Effective Date; (ec) certificate duly executed original signatures by a Responsible Officer or secretary of Borrower with respect to the completed Bxxxxxxx’s (i) Operating Documents and (ii) Borrowing Resolutions for BorrowerResolutions; (fd) certified copies, dated as of a recent date, of such searches for financing statement searches, as Bank may requeststatements filed in the central filing office of the State of Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ge) the duly executed Perfection Certificate of Borrower, together with the duly executed original signature theretoBxxxxxxx; (hf) evidence reasonably satisfactory to a legal opinion of Bxxxxxxx’s counsel dated as of the Effective Date; (g) confirmation by Bank in writing that Borrower is in compliance with the insurance policies required by Liquidity Ratio financial covenant in Section 6.7 hereof are in full force and effect5.8 as of the Effective Date; and (ih) payment of the fees and Bank Expenses then due as specified in Section 2.5 1.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (cb) duly executed original a secretary’s certificate of Borrower certifying as to no change with respect to such Borrower’s Operating Documents, incumbency and specimen signatures to the Control Agreement(s)and Borrowing Resolutions; (d) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (fc) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gd) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (he) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (f) with respect to the initial Advance, a completed Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts); and (ig) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.8 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (b) a duly executed original signature to the Warrant; (c) duly executed original signatures to the any Control Agreement(s)Agreements; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may reasonably request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens Liens, or have been orbeen, or in connection with the initial Credit ExtensionExtension will be, will be terminated or released; (g) the Perfection Certificate of executed by Borrower, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force a copy of Borrower’s Registration Rights Agreement and/or Investors’ Rights Agreement and effectany amendments thereto; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, copies of such documentsexecuted documents (unless delivery of a particular original is specified), and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsWarrant; (c) duly executed original signatures if there have been any amendments to the Control Agreement(s); (d) the Operating Documents and long-form good standing certificates of any Borrower certified by since December 18, 2017, the Secretary Operating Documents of State (or equivalent agency) of such Borrower from such Borrower’s jurisdiction of organization organization, formation or formation continuance (as the case may be), and each jurisdiction in which such Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original for each Borrower, an officer’s or secretary’s certificate with respect to Borrower’s articles, by-laws, incumbency, specimen signatures and board (and shareholder, if required) resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to the completed Borrowing Resolutions for Borrowerwhich Borrower is a party; (fe) certified copies, dated as of a recent date, of such financing statement searches, as Bank may reasonably request, accompanied by written evidence (including including, without limitation, any UCC termination statements, PPSA termination statements or PPSA confirmations/estoppels, as applicable) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gf) the Perfection Certificate of each Borrower, together with ; (g) a legal opinion of Borrowers’ Canadian legal counsel dated as of the duly executed original signature thereto;Effective Date in form and substance acceptable to Bank; and (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect; and (i) payment of the all fees and Bank Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement together with certified copies of Borrower’s organizational documents; (c) agreement to provide insurance; (d) guarantees of VistaPrint Limited and Vista Print Technologies Limited, together with corporate resolutions for each Guarantor in form acceptable to Bank authorizing execution of such guarantee and certified copies of each Guarantors organizational documents; (e) deposit account control agreements for accounts of VistaPrint Limited and Vista Print Technologies Ltd with The Bank of Bermuda Limited or such other bank(s), covering deposit amounts not to exceed $12,000,000 in form reasonably satisfactory to Bank, and subject to Section 4.3; (f) account pledge agreements from VistaPrint Canada Limited, VistaPrint Limited and VistaPrint Technologies Limited in form reasonably satisfactory to Bank, and subject to Section 4.3; (g) deposit account control agreement for accounts of VistaPrint Canada Limited with The Bank of Nova Scotia or such other bank(s) covering deposit amounts not to exceed $12,000,000 in form reasonably satisfactory to Bank, and subject to Section 4.3; (h) an opinion of Borrower’s and Guarantors’ counsel with respect to such matters as Bank’s counsel shall reasonably require which, with respect to Canadian counsel, shall not include enforceability of the Loan Agreement and Security Documents; (i) prior to the Initial Construction Advance (as defined below) a first charge/mortgage on the Premises, which contains a provision assigning to Bank all leases, rental arrangements, rents, land contracts, income and profits arising out of Premises; (j) prior to the Initial Construction Advance a collateral assignment of contract rights in substantially the form of Exhibit E which assigns all contract rights related to the construction of the Project of Borrower to Bank, including but not limited to the plans and specifications of the Project, and all assignable building permits, governmental permits, licenses and authorizations issued from time to time in connection with the Project, and consent to assignment executed by the general contractor and the Project architect all in form reasonably satisfactory to Bank; (k) A general security agreement in form and substance reasonably acceptable to Bank whereby Borrower pledges to Bank a first priority security interest in and to all of Borrower’s tangible and intangible personal property; (l) payment of the fees and Bank Expenses then due specified in Section 2.4; (m) current PPSA Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral registered under the PPSA in the Collateral Province; (n) an annual audit of the Collateral (unless there occurs an Event of Default, at which case such audit may occur more than once a year), the results of which shall be reasonably satisfactory to Bank; (o) current financial statements of VistaPrint Limited (the “Consolidated Company”), including audited statements for VistaPrint Limited’s most recently ended fiscal year, together with an unqualified report of its auditors, company prepared consolidated and consolidating balance sheets and income statements for the Consolidated Company for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (p) current Compliance Certificate in accordance with Section 6.2; and (q) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of each Lender to make the its initial Credit Extension hereunder is subject to satisfaction (or waiver) of the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationfollowing conditions precedent: (a) delivery The Administrative Agent’s receipt of the Subordinated following, each of which shall be originals or facsimiles or pdf electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Agreement Party, each in form and satisfaction substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of all conditions precedent theretothis Agreement; (bii) duly executed original signatures to the Loan Documentscounterparts of each Guaranty; (ciii) duly a Note executed original signatures to by the Control Agreement(s)relevant Borrower in favor of each Lender requesting a Note, if any; (div) the Operating Documents Security Agreement, duly executed by each of the relevant Loan Parties, together with, if applicable: (A) appropriate instruments of transfer and long-form good standing certificates instruments evidencing the Pledged Debt, if any, indorsed in blank, and (B) copies of Borrower certified by all searches with respect to the Secretary Collateral, together with copies of State the financing statements (or equivalent agencysimilar documents) of Borrower’s jurisdiction of organization or formation disclosed by such searches, and each jurisdiction in which Borrower 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; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) Administrative Agent that the Liens indicated in any such financing statements either constitute Permitted Liens statement (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 Agreement under US Law, covering the Collateral of the relevant Borrower described in the Security Agreement; (v) one or more Intellectual Property Security Agreements, duly executed by each of the relevant Borrowers, together with evidence that all action, to the extent reasonably feasible and requested by the Administrative Agent, that is reasonably necessary in order to perfect and protect the Liens on Material Intellectual Property created under the Intellectual Property Security Agreement under US law 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 fee owned 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 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 to the extent any such reports have been prepared at the request of, or are available to, the applicable Loan Party, (E) 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 Xxxxxxxx & Xxxxx LLP, special counsel to the Loan Parties in the form of Exhibit H, addressed to each Agent and each Lender and 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; (xiii) certified copies of each of (A) the Senior Notes Documents, (B) the Senior PIK/Toggle 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; (xiv) duly executed originals of an initial Borrowing Base Certificate, dated the Closing Date; (xv) the Deposit Account Control Agreements referred to in the Security Agreement, duly executed by the applicable Loan Parties and each Pledged Account Bank referred to in the Security Agreement; (xvi) the Intercreditor Agreement, duly executed by all the parties thereto; and (xvii) a certificate in the form of Exhibit L hereto, attesting to the solvency of UHS, before and after giving effect to the Transactions, from the chief financial officer of UHS on behalf of UHS (the “Solvency Certificate”). (b) Since December 31, 2006, there shall not have occurred any event, circumstance or occurrence that, either separately or together with all other such events, circumstances or occurrences, that has had or could reasonably be expected to have, a Target Material Adverse Effect. (c) (i) The representations and warranties contained in Article 5, in each case solely as they relate to the Borrowers, 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 Acquisition shall have been consummated in all material respects in accordance with the terms of the Merger Agreement dated April 15, 2007 without waiver or amendment of any provision or condition thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent), unless consented to by the Administrative Agent. (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 be terminated the Borrowers shall have received at least $460,000,000 in gross cash proceeds from (i) the issuance and sale of the Senior Notes and the Senior PIK/Toggle Notes, or released;(ii) any combination of the foregoing. (g) the Perfection Certificate of Borrower, together Prior to or substantially contemporaneously with the duly executed original signature thereto;initial Credit Extensions, the Equity Contributions shall have been funded in full. (h) evidence All fees and expenses required to be paid on or before the Closing Date and invoiced (with reasonably satisfactory supporting documentation) and delivered to Bank that the insurance policies required by Section 6.7 hereof are Borrowers before the Closing Date shall have been paid in full force and effect; andin cash. (i) payment of The Administrative Agent shall have received all documentation and other information with respect to each Loan Party required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the fees and Bank Expenses then due as specified in Section 2.5 hereofPatriot Act.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly Duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (cb) duly Duly executed original signatures to the Control Agreement(s)Agreement[s]; (dc) the Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction the State of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the Secretary’s Certificate with completed Borrowing Resolutions for Borrower; (e) A payoff letter from Bank; (f) certified Certified copies, dated as of a recent date, of such financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the The Perfection Certificate of executed by Borrower, together with the duly executed original signature signatures thereto; (h) A landlord’s consent in favor of Bank for each of Borrower's locations executed by the landlord thereof, together with the duly executed original signatures thereto; (i) [Reserved]; (j) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 6.4 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and (ik) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to the Control Agreement(s)Agreement; (d) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of duly executed original signatures to the Subordinated Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsControl Agreements, if any; (c) duly executed original signatures to the Control Agreement(s); (d) the each Borrower’s Operating Documents and long-form a good standing certificates certificate (or the local equivalent) of each Borrower certified by the Secretary of State of the State of Delaware or Washington (or equivalent agencyas applicable) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed Borrowing Resolutions for each Borrower; (fe) certified copies, dated as of a recent date, of such financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gf) the Perfection Certificate of each Borrower, together with the duly executed original signature signatures thereto; (g) a landlord’s consent in favor of Bank for Borrowers’ New York and Washington locations by the respective landlords thereof, together with the duly executed original signatures thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated duly executed Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) a duly executed original signatures to the Loan DocumentsPledge Agreement by Parent in favor of Bank; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents of each Borrower and long-form good standing certificates of each Borrower certified by the Secretary of State of each Borrower’s state of incorporation and the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each other jurisdiction in which such Borrower is qualified to conduct business, in each case as of a date no earlier than thirty (30) days prior to the Effective Date; (d) certificate duly executed by a Responsible Officer or secretary of each Borrower with respect to such Borrower’s (i) Operating Documents and (ii) Borrowing Resolutions; (e) a duly executed original signatures to the completed Borrowing Resolutions for Perfection Certificate of each Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or releasedduly executed Control Agreement covering Xxxxxxxx’s accounts at UBS Group AG; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 5.8 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and additional insured clauses or endorsements in favor of Bank; and (ih) payment of the fees and Bank Expenses then due as specified in Section 2.5 1.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s 's obligation to make the initial Credit Extension is subject to the condition conditions precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationit receive the following: (a) delivery a fully executed copy of the Subordinated Loan Agreement and satisfaction of all conditions precedent theretothis Agreement; (b) duly a fully executed original signatures to the Loan DocumentsNegative Pledge Agreement; (c) duly executed original signatures to the Control Agreement(s)borrowing resolutions approved by Borrower's Board of Directors; (d) the Operating Documents and long-form good standing certificates of Borrower certified receipt by the Secretary of State (or equivalent agency) Bank of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each 's insurance certificates together with a lender's loss payable endorsement reflecting Bank as of a date no earlier than thirty (30) days prior to the Effective Datelender's loss payee; (e) duly executed original signatures receipt by Bank of the results of UCC searches or other evidence satisfactory to Bank (in each case dated as of a date reasonably satisfactory to Bank) indicating the completed Borrowing Resolutions for absence of liens on the assets of Borrower; (f) certified copies, dated as of a recent date, of Bank shall have filed all such UCC financing statement searches, statements as Bank may request, accompanied by written evidence (including any deems appropriate and shall have received UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or releasedsearches to reflect Bank's first priority security interest; (g) the Perfection Certificate initial Formula Advances shall be subject to Bank's completion of its field examination of Borrower at least 45 days prior to the date of such initial Formula Advances, the results of which shall have been satisfactory to Bank, and which field examination shall be at Borrower, together with the duly executed original signature thereto;'s expense; and (h) evidence Receipt by Bank of all other agreements, documents and fees that Bank may reasonably satisfactory to Bank that require in its good faith credit judgment in connection with the insurance policies required by Section 6.7 hereof are in full force and effect; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereoftransactions contemplated hereunder.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated duly executed Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents of Borrower and long-form good standing certificates of Borrower certified by the Secretary of State of the State of Delaware and the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each 122996013v9 220763.003342 other jurisdiction in which Borrower is qualified to conduct business, in each case as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) certificate duly executed original signatures to the completed by a Responsible Officer or secretary of each of Borrower with respect to, for each of Borrower Operating Documents and Borrowing Resolutions for BorrowerResolutions; (fd) certified copies, dated as of a recent date, of such searches for financing statement searches, as Bank may requestfiled in the central filing office of the State of Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ge) the duly executed Perfection Certificate Certificates of Borrower, together with the duly executed original signature thereto; (hf) evidence with respect to the initial Advance, a completed Borrowing Base Statement (and any schedules related thereto and including any other information reasonably satisfactory requested by Bank with respect to Bank that the insurance policies required by Section 6.7 hereof are in full force and effectBorrower’s Accounts); and (ig) payment of the fees and Bank Expenses then due as specified in Section 2.5 1.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed by an authorized officer of Borrower; (b) a certificate with respect to incumbency and resolutions of Borrower authorizing the execution and delivery of this Agreement, duly executed by an authorized officer of Borrower; (c) the Note, duly executed by an authorized officer of Borrower; (d) a UCC-1 financing statement containing the description of the Collateral set forth in Exhibit A to this Agreement and reflecting Borrower, as debtor, and Bank, as secured party, for filing with the Delaware Secretary of State; (e) the Collateral Assignment of Capital Call Rights, duly executed by an authorized officer of Borrower; (f) an executed copy of the Charter; (g) the Certificate of Incorporation of Borrower, certified by the Delaware Secretary of State; (h) an executed copy of the Advisor Operating Agreement; (i) the Certificate of Formation of Advisor, certified by the Delaware Secretary of State; (j) evidence that Borrower has completed at least one Capital Call and deposited the proceeds of such Capital Call into Borrower’s deposit account at State Street Bank (subject to a control agreement in favor of Bank); (k) a copy of all subscription agreements and any side letters between Borrower and its Investors; (l) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (m) an automatic debit (and/or ACH) authorization from State Street Bank with respect to Borrower’s and Advisor’s bank accounts maintained with State Street Bank; and (n) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) a certificate of the Secretary of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statements; (d) an intellectual property security agreement; (e) warrant to purchase stock issued by Parent (the “Warrant”); (f) certificate(s) of insurance naming Bank as loss payee and additional insured; (g) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (h) current financial statements of Borrowers; (i) delivery of the share certificates representing the Shares and stock powers held by Borrower; (j) unconditional guarantees duly executed by each Active Subsidiary, along with a certificate of the Secretary of each guarantor with respect to its formation documents, incumbency and authorization of the execution and delivery of such guaranty; (k) confirmation of payoff (and/or conversion) of outstanding Indebtedness with respect to promissory notes issued by Borrower pursuant a financing arrangement with Union Bank as agent for such noteholders; (l) evidence satisfactory to Bank in its sole determination that any Lien securing obligations of a Borrower will be terminated or subordinated to the Lien of Bank, in a form satisfactory to Bank (including with respect to the Lien in favor Partizipant, LLC); (m) establishment of the Bancontrol Account; (n) a Lockbox Agreement; (o) evidence of Borrowers’ receipt of at least $5,000,000 in cash proceeds from the sale and issuance of Parent’s equity securities; and (p) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated duly executed Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsWarrant, together with a capitalization table of Xxxxxxxx; (c) duly executed original signatures to the Control Agreement(s); (di) the Operating Documents of Borrower and a long-form good standing certificates certificate of Borrower certified by the Secretary of State of the State of Delaware and (ii) a certificate of good standing/foreign qualification of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction each of organization or formation and California, in each jurisdiction in which Borrower is qualified to conduct business, each case as of a date no earlier than thirty (30) 30 days prior to the Effective Date; (d) certificate duly executed by a Responsible Officer or secretary of Borrower with respect to Xxxxxxxx’s (i) Operating Documents and (ii) Borrowing Resolutions; (e) duly executed original signatures evidence that (i) the Liens securing Indebtedness owed by Borrower to Western Alliance Bank have been terminated and (ii) the completed Borrowing Resolutions for Borrowerdocuments and/or filings evidencing such Indebtedness and the perfection of such Liens have been terminated; (f) certified copies, dated as of a recent date, of such searches for financing statement searches, as Bank may requestfiled in the central filing office of the State of Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the duly executed Perfection Certificate of Borrower, together with the duly executed original signature theretoXxxxxxxx; (h) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 5.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and additional insured clauses or endorsements in favor of Bank; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 1.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures of Borrower to the Loan Documents; (c) duly executed original signatures to the Control Agreement(s); (db) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (fd) certified copies, dated as of a recent date, of such financing statement and other lien searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ge) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hf) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (g) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and (ih) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension on or after the Effective Date is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated duly executed Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents of Borrower and long-form good standing certificates of Borrower certified by the Secretary of State of the State of Delaware and the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each other jurisdiction in which Borrower is qualified to conduct business, in each case as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) certificate duly executed original signatures by a Responsible Officer or secretary of Borrower with respect to the completed Borrower’s (i) Operating Documents and (ii) Borrowing Resolutions for BorrowerResolutions; (fd) certified copies, dated as of a recent date, of such searches for financing statement searches, statements as Bank may request, in its commercially reasonable discretion, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ge) the duly executed Perfection Certificate of Borrower, together with the duly executed original signature thereto; (f) reserved; (g) reserved; (h) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 5.8 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and additional insured clauses or endorsements in favor of Bank; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 1.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (cb) duly executed original signatures to the Control Agreement(s)Pledge Agreement; (dc) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) evidence that INSTRUCTIVE COLOR LLC, a Delaware limited liability company has been dissolved and its assets have been transferred to Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate Certificates of Borrower, together with the duly executed original signature signatures thereto; (h) evidence reasonably satisfactory a bailee waiver executed in favor of Bank in respect of each third party bailee where Borrower maintains Collateral having a book value in excess of Five Hundred Thousand Dollars ($500,000.00); provided that, Borrower shall not be required to Bank that the insurance policies required by Section 6.7 hereof are provide bailee waivers with respect to third party bailees in full force possession of Pre-Clinical and effectClinical Trial Supplies including those held at contract research organizations or contract manufacturing organizations; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension on or after the Effective Date is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documentsthis Agreement; (c) duly executed original signatures to the Control Agreement(s); (db) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or releasedLiens; (gf) the Perfection Certificate Certificates of Borrower, together with the duly executed original signature signatures thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect; and (ig) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) an intellectual property security agreement; (e) one or more warrants to purchase stock, which shall be provided within thirty (30) days after Closing; (f) a certificate of insurance naming Bank as loss payee and additional insured; (g) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (h) current financial statements of Borrower; (i) an audit of the Collateral, the results of which shall be satisfactory to Bank; (j) as a condition to the making of any Advances with respect to Eligible Foreign Accounts, (A) an absolute and unconditional guaranty of payment of the Obligations executed and delivered by each of the Eligible Subsidiaries, (B) a security agreement or agreements executed and delivered by each of the Eligible Subsidiaries granting to Bank a first security interest and lien (except as otherwise consented to in writing by Bank) upon all of the assets of each Eligible Subsidiary, and (C) such other opinions of counsel, agreements, documents and instruments as Bank may require, including, but not limited to, supplements and amendments hereto and other loan agreements or instruments evidencing the obligations of each such Eligible Subsidiary to Bank, and (k) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated duly executed Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsWarrant, together with a capitalization table and copies of Borrower’s equity documents; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents of Borrower and long-form good standing certificates of the Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction the State of organization or formation Delaware and the Secretary of State of the Commonwealth of Massachusetts, in each jurisdiction in which Borrower is qualified to conduct business, each case as of a date no earlier than thirty (30) 30 days prior to the Effective Date; (ed) certificate duly executed original signatures by a Responsible Officer or secretary of Borrower with respect to the completed Borrower’s (i) Operating Documents and (ii) Borrowing Resolutions for BorrowerResolutions; (fe) certified copies, dated as of a recent date, of such searches for financing statement searches, as Bank may requeststatements filed in the central filing office of the State of Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gf) the duly executed Perfection Certificate of Borrower, together with the ; (g) duly executed original signature theretoto the Stock Pledge Agreement; (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 5.8 hereof are in full force and effect; and; (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 1.3 hereof; and (j) duly executed consent of the investors representing a Required Majority (as defined in the Existing Convertible Note Purchase Agreement) under Borrower’s Indebtedness pursuant to the Existing Convertible Note Purchase Agreement.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of each Lender to make the its initial Credit Extension hereunder is subject to satisfaction (or waiver) of the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationfollowing conditions precedent: (a) delivery The Administrative Agent’s receipt of the Subordinated following, each of which shall be originals or facsimiles or pdf electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Agreement Party, each in form and satisfaction substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of all conditions precedent theretothis Agreement; (bii) duly executed original signatures to counterparts of each Guaranty; AMERICAS/2023095923.12023095923.18 129 Credit Agreement (iii) a Note executed by the Loan Documentsrelevant Original Borrower in favor of each Lender requesting a Note, if any; (civ) the Closing Date Security Agreements, duly executed original signatures to by each of the Control Agreement(s);relevant Loan Parties, together with, if applicable: (dA) certificates representing the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified Pledged Equity referred to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may requesttherein, accompanied by written undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the Pledged Debt, if any, indorsed in blank, and (B) copies of all searches with respect to the Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence (including any UCC termination statements) reasonably satisfactory to the Administrative Agent that the Liens indicated in any such financing statements either constitute Permitted Liens statement (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 connection all jurisdictions necessary in order to perfect (if and to the extent required to be perfected under the Security Agreement) and protect the Liens created under the Closing Date Security Agreements, covering the Collateral of the relevant Original Borrower described in the relevant Closing Date Security Agreement; (v) a certificate substantially in the form of Exhibit Q attesting to the Solvency of the Loan Parties and their Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transactions (as defined herein on the Closing Date), from the Chief Financial Officer (or another Responsible Officer) of the Original BV Borrower; (vi) [intentionally omitted] (vii) [intentionally omitted]; (viii) evidence that all insurance (including without limitation title insurance) required to be maintained pursuant to the Loan 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 Extension, will be terminated or releasedExtensions in accordance with the requirements hereof; (gx) an opinion of each of (A) Xxxxxxxx & Xxxxx LLP, special counsel to the Perfection Certificate of BorrowerLoan Parties, together with (B) Loyens Loeff N.V., Dutch counsel to the duly executed original signature thereto; Loan Parties and (hC) evidence Van Doorne N.V., Dutch counsel to the Administrative Agent, each addressed to each Agent and each Lender and each in form and substance reasonably satisfactory to Bank the Administrative Agent; AMERICAS/2023095923.12023095923.18 130 Credit Agreement (xi) such documents and certifications as the Administrative Agent may reasonably require to evidence that the insurance policies required by Section 6.7 hereof are each Loan Party is duly organized or formed, validly existing, in full force good standing and effect; and (i) payment qualified to engage in business in its jurisdiction of the fees and Bank Expenses then due as specified in Section 2.5 hereof.organization;

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension hereunder is subject to the condition precedent that Bank Agent shall have received, in form and substance reasonably satisfactory to BankAgent and the Lenders, such documents, and completion of such other matters, as Bank Agent or any Lender may reasonably deem necessary or appropriaterequest, including, without limitation: (a) delivery of the Subordinated duly executed Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsClosing Warrant for each Lender and/or its designee; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents of Borrower and (i) a long-form good standing certificates certificate of each Borrower certified by the Secretary of State of the State of Delaware and (or equivalent agencyii) a good standing certificate of Borrower’s jurisdiction each Borrower certified by the Secretary of organization or formation and State of North Carolina, in each jurisdiction in which Borrower is qualified to conduct business, each case as of a date no earlier than thirty (30) 30 days prior to the Effective Date; (ed) certificate duly executed original signatures by a Responsible Officer or secretary of each Borrower with respect to the completed such Borrower’s (i) Operating Documents and (ii) Borrowing Resolutions for BorrowerResolutions; (fe) certified copies, dated as of a recent date, of such searches for financing statement searches, as Bank may requeststatements filed in the central filing office of the State of Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gf) the duly executed Perfection Certificate of each Borrower, together with ; (g) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the duly executed original signature theretoEffective Date; (h) evidence reasonably satisfactory to Bank Agent that the insurance policies and endorsements required by Section 6.7 5.6 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 Agent; and (i) payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.5 1.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent theretoduly executed original signatures to this Agreement; (b) a duly executed original signatures signature to the Loan DocumentsWarrant; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with Liens; (f) the initial Credit Extension, will be terminated or releasedPerfection Certificate executed by Borrower; (g) the Perfection Certificate a copy of Borrower, together with the duly executed original signature ’s Registration Rights Agreement and/or Investors’ Rights Agreement and any amendments thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect; and (ih) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of the L/C Issuer and each Lender to make the its initial Credit Extension hereunder is subject to satisfaction of the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationfollowing conditions precedent: (a) delivery The Administrative Agent’s receipt of the Subordinated following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Company, if applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Company; (ii) if so requested within three Business Days of the Closing Date, a Note executed by the Company in favor of each requesting Lender; (iii) a security agreement (the “Security Agreement”), duly executed by the Company, covering Financed Hedged Eligible Inventory, and related Swap Contracts, Petroleum Product sales contracts and Receivables therefrom and proceeds thereof as from time to time specified by the Company, together with financing statements that the Administrative Agent, in its reasonable opinion, may deem necessary to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, recent financing statement searches in the State of Texas that name the Company as debtor, and such other Collateral Documents as the Administrative Agent, in its reasonable opinion, may deem necessary to perfect the Liens created thereby; (iv) 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 thereof authorized to act as a Responsible Officer in connection with this Agreement and satisfaction the other Loan Documents to which such Loan Party is a party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that the Company is validly existing and in good standing in its jurisdiction of all organization, issued by the appropriate authorities of such jurisdiction; (vi) favorable opinions of Xxx Xxxxx, Esq., General Counsel for the Company and PAA, and Fulbright & Xxxxxxxx L.L.P., special Texas and New York counsel to the Company and PAA, addressed to the Administrative Agent and each Lender; (vii) the Audited Financial Statements and the Initial Pro Forma Forecasts; (viii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions precedent thereto;specified in Section 4.02(a) and (b) have been satisfied, (B) the Initial Pro Forma Forecasts were prepared in good faith upon assumptions deemed reasonable by the Company at the time made, (C) that there has been no event or circumstance since the date of the most recent Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (D) the current PAA Debt Ratings, and (E) the Borrower’s true and correct U.S. taxpayer identification number; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) duly executed original signatures to the Loan Documents; (c) duly executed original signatures to the Control Agreement(s); (d) the Operating Documents All consents, licenses and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, approvals required in connection with the initial Credit Extensionexecution, will delivery and performance by each Loan Party and the validity against each Loan Party of the Loan Documents to which it is a party shall have been obtained and shall be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect; and. (ic) payment There shall not have occurred during the period from the date of the most recent Audited Financial Statements through and including the Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or disputes pending or, to the knowledge of the Company, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Company or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Any fees, including any arrangement fees, agency fees and Bank Expenses then due upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Company, required to be paid on or before the Closing Date shall have been paid. (e) The Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 2.5 hereof4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide the Company with a copy of any such notice received by the Administrative Agent.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (cb) duly executed original signatures to the Control Agreement(s)a Warrant to Purchase Common Stock issued by Borrower in favor of Bank; (dc) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of such financing statement searchesstatement, as UCC and other searches Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect; and (ig) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may shall have reasonably deem necessary or appropriaterequested, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (cb) duly executed original signatures to the Control Agreement(s); (di) the Operating Documents and a long-form good standing certificates certificate of Borrower certified by the Secretary of State of Delaware and (or equivalent agencyii) a certificate of Borrower’s jurisdiction good standing/foreign qualification of organization or formation and each jurisdiction in which Borrower is qualified to conduct businesscertified by the Secretary of State of New York, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) a secretary’s corporate borrowing certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 6.6 hereof are in full force and effect; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (cb) duly executed original signatures to the Control Agreement(s)Warrant, together with a capitalization table and copies of Borrower’s equity documents; (dc) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect[reserved]; (i) [reserved]; and (ij) payment of with respect to the fees initial Advance, a completed Borrowing Base Statement (and any schedules related thereto and including any other information requested by Bank Expenses then due as specified in Section 2.5 hereofwith respect to Borrower’s Accounts).

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank the following have been satisfied, all in form and substance reasonably satisfactory to Bank: (a) the parties shall have receivedexecuted and delivered the Loan Documents; (b) To the extent not previously delivered to Bank in connection with the Original Loan Agreement, Borrower shall have delivered executed one or more Control Agreement(s), in form and substance satisfactory to Bank, such documentsby and among Borrower, Bank, and completion of such other matters, banks or financial institutions as is necessary for Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of to perfect its security interest in the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan DocumentsDomestic Collateral Accounts; (c) duly executed original signatures to each of Borrower and Guarantor shall have delivered its Operating Documents and a good standing certificate from the Control Agreement(s)Secretary of State of their jurisdiction of formation; (d) the Operating Documents and long-form good standing certificates each of Borrower and Guarantor shall have delivered a copy of the resolutions of its Board of Directors certified to be a true and correct copy by the Secretary of State (its secretary or equivalent agency) of Borrower’s jurisdiction of organization or formation other authorized officer, together with incumbency information and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Datespecimen signatures; (e) the Leasehold Deeds of Trust for which landlord consents are either not required to permit Borrower to encumber the underlying leasehold interest or for which such landlord consents have been obtained on the Effective Date, shall have been duly executed original signatures to the completed Borrowing Resolutions for and delivered by Borrower; (f) certified copies, dated as Bank shall have received the certificates of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated insurance described in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or releasedSection 6.5 hereof; (g) Subject to the Perfection Certificate of Borrowerlimitations set forth in Section 2.7, together with the duly executed original signature thereto;Borrower shall have paid all documented and invoiced costs and fees, including Bank Expenses, then due; and (h) evidence Borrower shall have delivered to Bank, in addition to the documents required in Sections 3.2 and 3.3, all documents, certificates, and other assurances that Bank or its counsel may reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereofrequest.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (cb) duly executed original signatures to the Control Agreement(s)Agreements, if any; (dc) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation Delaware and each other jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s corporate borrowing certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (e) duly executed original signatures or authorized confirmation by the Board to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) duly executed signatures to the Stock Pledge Agreement, original stock powers and Bank’s possession of original stock certificates; (i) duly executed signatures to a Cash Pledge Agreement, in form and substance acceptable to Bank; (j) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 6.5 hereof are in full force and effect; and (ik) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of duly executed original signatures to the Subordinated Loan Agreement and satisfaction of all conditions precedent theretoDocuments; (b) duly executed original signatures to the Loan DocumentsControl Agreement; (c) duly executed original signatures to the Control Agreement(s); (d) the Borrower’s Operating Documents and long-form a good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction the States of organization or formation Delaware, Maryland, Washington and each jurisdiction in which Borrower is qualified to conduct businessCalifornia, each as applicable as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of such financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gf) the Perfection Certificate Certificate(s) of Borrower, together with the duly executed original signature signature(s) thereto; (hg) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (h) stock certificates evidencing the shares of stock subject to the Liens granted hereby, and a stock power duly executed in blank for each such stock certificate; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.5 2.4 hereof.