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

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) an intellectual property security agreement; (e) a warrant to purchase stock; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (l) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (n) a Collateral Information Certificate; and (o) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National a financing statement (Form Financing StatementUCC-1) for each Borrower; (d) an amended and restated intellectual property security agreementagreement from each Borrower; (e) a warrant to purchase stockan investor call report from Maveron; (f) payment of the fees and Bank Expenses then due specified in Section 2.5, which may be debited from any of Borrowers’ accounts with Bank; (g) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited company prepared statements for each Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (li) current Compliance Certificate in accordance with Section 6.2; (mj) an audit of the Collateral, the results of which shall be a Warrant in form and substance reasonably satisfactory to Bank; (nk) a Collateral Borrower Information Certificate; and (ol) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriaterequest.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) an intellectual property security agreementthe Pricing Addendum; (e) a warrant agreement to purchase stockfurnish insurance; (f) payment of the fees and Bank Expenses then due specified in Section 2.5; (g) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the calendar years 2009 and 2010, for the 9 months ended September 30, 2011, and for most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (li) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (nj) a Collateral Information Certificate; (k) subject to Section 6.6, securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (l) an Automatic Debit Authorization; and (om) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 Borrower; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this AgreementAgreement and the other Loan Documents; (c) UCC National Form Financing Statementthe Pricing Addendum, duly executed by Borrower; (d) an intellectual property security agreementa financing statement (Form UCC-1); (e) a warrant agreement to purchase stockfurnish insurance, duly executed by Borrower; (f) payment of the fees and Bank Expenses then due specified in Section 2.5; (g) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited company prepared financial statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (li) current Compliance Certificate in accordance with Section 6.2; (mj) an audit of the Collateral, the results of which shall be a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (nk) a Collateral Information Certificate, duly executed by Borrower; (l) an Automatic Loan Payment Authorization, duly executed by Borrower; and (om) such other documents or documents, instruments and certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) an intellectual property security agreement; (e) a warrant to purchase stock; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (gd) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (ie) agreement to furnish insurance; (jf) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (kg) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lh) current Compliance Certificate in accordance with Section 6.2; (mi) evidence that Borrower has achieved not less than negative One Million Seven Hundred Fifty Thousand Dollars (($1,750,000)) in net income for the quarter ended December 31, 2008; (j) an audit of the Collateral, the results of which shall be satisfactory to Bank; Bank (n) provided however such audit shall only be a Collateral Information Certificatecondition precedent to the first Advance and the first Term Advance and not the first Equipment Advance); and (ok) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National a financing statement (Form Financing StatementUCC-1) naming Borrower as debtor; (d) an intellectual property security agreementagreement to furnish insurance; (e) for each collateral location or warehouse location of Borrower or any Collateral location not owned by Borrower, a warrant to purchase stocklandlord subordination agreement, collateral access agreement or bailment waiver, executed by the landlord, warehouseman or bailee of such location, as applicable, together with a copy of the lease, warehouse or bailment agreement for each such location, as applicable; (f) payment of the fees and Bank Expenses then due specified in Section 2.5; (g) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited CPA reviewed statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating (as applicable) balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (l) current Compliance Certificate in accordance with Section 6.2; (mi) an audit of the Collateral, the results of which shall be satisfactory to Bank; (n) a Collateral Information CertificateAutomatic Debit Authorization; and (oj) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National a financing statement (Form Financing StatementUCC-1); (d) an intellectual property security agreementguaranties supporting the Obligations executed by Guarantors in form and content satisfactory to Bank; (e) a warrant security agreement executed by Blades in form and content satisfactory to purchase stockBank; (f) stock pledge agreements executed by Borrower and WPH in form and content satisfactory to Bank, together with all stock certificates covered by such stock pledge agreements; (g) agreement to furnish insurance; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (i) within 30 days of the Closing Date, current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment an audit of the fees and Bank Expenses then due specified in Section 2.5 hereofCollateral, the results of which shall be satisfactory to Bank; (k) current financial statements, including audited statements for BorrowerWPH’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (l) current Compliance Certificate in accordance with Section 6.2; ; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (n) a Collateral Information Certificate; (n) an Automatic Debit Authorization; and (o) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing StatementStatements identifying Borrower and each Guarantor as debtor and Bank as secured party; (d) an intellectual property security agreementagreements; (e) a warrant to purchase stockan Unconditional Guaranty and Third Party Security Agreement duly executed by each Guarantor; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) if Borrower maintains any accounts with Comerica Securities, a securities and/or deposit account control agreements agreement with respect to any accounts permitted hereunder to be maintained outside BankComerica Securities; (h) the WTI Intercreditor Agreementa Lessor’s Waiver and Agreement for each Collateral location; (i) agreement to furnish insuranceinsurance with respect to the insurance required under Section 6.5; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (l) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Banka Collateral Information Certificate; (n) a Collateral Information Certificatesuch documents as may be necessary to complete the opening of one or more deposit accounts with Bank and evidence of funding of such accounts in an amount satisfactory to Bank; and (o) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 reasonably satisfactory to Bank, the following: (a) this Agreement; (b) the other Loan Documents; (c) an officer’s 's certificate of from each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (cd) UCC National financing statements (Form Financing StatementUCC-1); (de) an intellectual property security agreement; (ef) a warrant agreement to purchase stockprovide insurance; (fg) payment of the fees and Bank Expenses then due specified in Section 2.5; (h) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (gi) securities and/or deposit account control agreements with respect an audit of the Collateral, the results of which shall be reasonably satisfactory to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited statements for Borrower’s Borrowers' most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lk) current Compliance Certificate in accordance with Section 6.2; (ml) an audit of the Collateral, the results of which shall Existing warrants to be extended on terms reasonably satisfactory to Bank; (nm) a Collateral Information CertificateA Subordination Agreement with Horizon in form and substance reasonably satisfactory to Bank; and (on) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 Borrower; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) an intellectual property security agreementagreement to furnish insurance; (e) a warrant to purchase stockpayment of the Bank Expenses then due specified in Section 2.4; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lh) current Compliance Certificate in accordance with Section 6.2; (mi) an audit of the Collateral, the results of which shall be a Warrant in form and substance satisfactory to Bank; (nj) a Collateral Information Certificate; (k) subject to Section 6.6, securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (l) an Automatic Debit Authorization; and (om) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National a financing statement (Form Financing StatementUCC-1) naming Borrower as debtor; (d) an intellectual property security agreementagreement to furnish insurance; (e) a warrant to purchase stocklessor’s acknowledgment and subordination for Borrower’s leased location at 0000 Xxxxxx Xxxx, Suite 300, Austin, TX 78758; (f) payment of the fees and Bank Expenses then due specified in Section 2.5; (g) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (li) current Compliance Certificate in accordance with Section 6.2; (mj) an audit of the Collateralpayoff letter and/or XXX-0 xxxxxxxxxxx xxxxxxxxx xxxx Xxxxxx Xxxx, the results of which shall be satisfactory to BankXX; (nk) a Collateral Information Certificatean Automatic Debit Authorization; and (ol) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) an intellectual property security agreementthe certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, duly executed by in blank; (e) a warrant to purchase stockguaranty and third party security agreement executed by NTI-Empire, Inc..; (f) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to maintained outside Bank; (g) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreementagreement to provide insurance; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (kj) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lk) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (n) a Collateral Information Certificate; and (ol) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National a financing statement (Form Financing StatementUCC-1) naming Borrower as debtor; (d) an intellectual property security agreementagreement to provide insurance; (e) a warrant to purchase stockpayment of the fees and Bank Expenses then due specified in Section 2.5; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements a recorded UCC-3 termination of the UCC-1 filed by ORIX Venture Finance LLC against Borrower, recorded with respect to any accounts permitted hereunder to be maintained outside Bankthe Delaware Secretary of State on July 23, 2005, file number 52261593; (h) the WTI Intercreditor Agreementan affirmation of guaranty, duly executed by Nexsan Corporation; (i) agreement an amendment to furnish insurancethe Third Party Pledge Agreement, duly executed by Nexsan Corporation; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited statements for Borrower’s most recently fiscal year ended fiscal yearJune 30, 2008, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lk) a current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (n) a Collateral Information Certificate; and (ol) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National a financing statement (Form Financing StatementUCC-1); (d) an intellectual property security agreement, including all schedules thereto (it being understood that Borrower shall have 60 days from the Closing Date to deliver to Bank written documentation, in form and substance satisfactory to Bank, evidencing the prior transfer of the Transferred Patents to the applicable third party); (e) a warrant agreement to purchase stockfurnish insurance; (f) payment of the fees and Bank Expenses then due specified in Section 2.5; (g) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (gh) securities and/or deposit account control agreements with respect an audit of the Collateral, the results of which shall be satisfactory to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinionopinion thereon, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lj) current Compliance Certificate in accordance with Section 6.2; (mk) an audit of the Collateral, the results of which shall be a Warrant in form and substance satisfactory to Bank; (nl) a Collateral Information Certificate; (m) an Automatic Debit Authorization; and (on) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank each Lender to make the initial Credit Extension is subject to the condition precedent that Bank Lenders shall have received, in form and substance satisfactory to BankLenders, the following: (a) this Agreement; (b) an officer’s certificate of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing StatementStatement with respect to each Borrower; (d) an intellectual property security agreement; (e) a warrant to purchase stock; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreementagreement from each Borrower; (i) agreement to furnish insuranceprovide insurance and (ii) insurance authorization letter in the forms attached hereto; (jf) a subordination agreement from each holder of Subordinated Debt, including but not limited to the HealthCor Subordination Agreement; (g) payment of the fees and Bank Lender Expenses then due specified in Section 2.5 hereof; (kh) current financial statements, including audited statements for each Borrower’s most recently ended fiscal year, together with an unqualified opinionwhich may include a qualified opinion concerning Borrowers’ financial controls and/or financial condition unless such qualification includes fraud by the Borrowers, or any of them, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank Lenders may reasonably request; (l) current Compliance Certificate in accordance with Section 6.2; (mi) an audit of the Collateral, the results of which shall be satisfactory to BankLenders; (nj) current Compliance Certificate in accordance with Section 6.2; (k) a Collateral Information CertificateWarrant in form and substance satisfactory to each Lender; (l) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Comerica; and (om) such other documents or certificatesdocuments, and completion of such other matters, as Bank Lenders may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 's certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National a financing statement (Form Financing StatementUCC-1); (d) an intellectual property security agreementthe LIBOR Addendum; (e) a warrant agreement to purchase stockprovide insurance; (f) payment of the fees and Bank Expenses then due specified in Section 2.5; (g) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (gh) securities and/or deposit account control agreements with respect an audit of the Collateral, the results of which shall be satisfactory to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited statements for Borrower’s 's most recently ended fiscal year, together with an unqualified opinion, a company prepared consolidated and consolidating balance sheets sheet and income statements statement for the most recently ended month fiscal quarter in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lj) current Compliance Certificate in accordance with Section 6.2; (mk) an audit if the initial Credit Extension shall include a Borrowing Base Advance, current Borrowing Base Certificate, together with aged listings by invoice date of accounts receivable and accounts payable, in accordance with Section 6.2, at least 15 days prior to the date of the Collateral, the results of which shall be satisfactory to Bank; (n) a Collateral Information Certificateinitial Credit Extension; and (ol) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing StatementPrime Reference Rate Addendum; (d) an intellectual property security agreementa financing statement (Form UCC-1); (e) a warrant agreement to purchase stockfurnish insurance; (f) payment of the fees and Bank Expenses then due specified in Section 2.5; (g) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreementwarrant to purchase stock; (i) agreement to furnish insurancea payoff letter from Midcap Financial SBIC, LP; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereofControl agreement with State Street Bank; (k) a landlord waiver, duly executed by the landlord of Borrower’s 0000 Xxxxxx Xxxxxx Xxxxxx, Xxxxx Xxxxxxxx location; (l) a bailee waiver, duly executed by Biostorage Technologies, Inc.; (m) evidence satisfactory to Bank that Borrower closed, prior to April 30, 2013, the second tranche of its Series E Preferred Stock financing and received net cash proceeds of at least $10,000,000 from such financing; (n) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lo) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (np) a Collateral Information Certificate; (q) an Automatic Debit Authorization; and (or) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statementa Guaranty and Third Party Security Agreement executed by Guarantor; (d) an intellectual property security agreementofficer’s certificate of Guarantor with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty and Third Party Security Agreement; (e) a warrant to purchase stockfinancing statement (Form UCC-1) for each of Borrower and Guarantor; (f) an intellectual property security agreement from each of Borrower and Guarantor; (g) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, duly executed in blank; (h) a subordination agreement from all holders of Subordinated Debt; (i) agreement to provide insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5; (k) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (kl) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lm) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (n) a Collateral Information Certificate; and (o) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) an intellectual property security agreement; (e) a warrant to purchase stock; (fe) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (gf) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (ig) agreement to furnish provide insurance; (jh) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (ki) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lj) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (n) a Collateral Information Certificate; and (ok) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 AgreementAgreement and the other Loan Documents required by Bank; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this AgreementBorrowing Resolutions; (c) UCC National Form Financing Statementthe Pricing Addendum; (d) an intellectual property security agreementa financing statement (Form UCC-1); (e) a warrant agreement to purchase stockfurnish insurance; (f) payment of the Bank Expenses then due as specified in Section 2.5; (g) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited company prepared statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (li) current Compliance Certificate in accordance with Section 6.2; (mj) an audit of the Collateral, the results of which shall be a Warrant in form and substance satisfactory to Bank; (nk) a Collateral Information Certificate; (l) an Automatic Loan Payment Authorization; and (om) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 reasonably satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s 's certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statementsatisfaction in full and termination of the credit facility provided Borrower by Foothill Capital; (d) an intellectual property security agreement; (e) a warrant to purchase stock; (f) current SOS Reports for the California and Delaware Secretaries of State, indicating that except for Permitted Liens, there are no other security interests or Liens of record in the CollateralBorrower's assets; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (ie) agreement to furnish provide insurance; (jf) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (kg) current financial statements, including audited statements for Borrower’s 's most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lh) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (n) a Collateral Information Certificate; and (oi) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 's certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) an intellectual property security agreement; (e) a warrant to purchase stock; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (ge) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (f) a Lessor's Acknowledgment and Subordination; (g) an Equipment Holder's Acknowledgement; (h) the WTI Intercreditor Agreementagreement to provide insurance; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (kj) current financial statements, including audited statements for Borrower’s 's most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lk) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (n) a Collateral Information Certificate; and (ol) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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) the LIBOR Addendum; (c) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (cd) UCC National Form Financing Statement; (d) an intellectual property security agreement; (e) a warrant to purchase stock; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (gf) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (ig) agreement to furnish provide insurance; (jh) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (ki) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month quarter (as filed with the Securities and Exchange Commission (the “SEC”)) in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lj) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (n) a Collateral Information Certificate; and (ok) such other documents documents, certificates or certificatesopinions, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National a financing statement (Form Financing StatementUCC-1) naming Borrower as debtor; (d) an intellectual property security agreementagreement to provide insurance; (e) a warrant to purchase stockRelease of Security Interest in Patents executed by Silicon Valley Bank; (f) Release of Security Interest in Patents executed by Warburg Pincus Private Equity VIII, L.P.; (g) Release of Security Interest in Trademarks executed by Warburg Pincus Private Equity VIII, L.P.; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (i) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (gj) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment formula-based Advances, an audit of the fees and Bank Expenses then due specified in Section 2.5 hereofCollateral, the results of which shall be satisfactory to Bank; (k) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (l) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (n) a Collateral Information Certificate; and (om) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 reasonably satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s a certificate of Borrower with respect to incumbency and resolutions of Borrower, authorizing the execution and delivery of this Agreement; (c) UCC National Form a UCC-1 Financing StatementStatement reflecting Borrower as debtor and Bank as secured party; (d) an intellectual property security agreementthe Charter Documents of Borrower; (e) a warrant good standing certificate from the applicable Governmental Authority of Borrower’s jurisdiction of organization or formation, dated a recent date prior to purchase stockthe Closing Date; (f) current SOS Reports Secretary of State reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect a legal opinion from Shearman & Sterling LLP, counsel to any accounts permitted hereunder Borrower, and from Xxxxxxx LLP, Maryland counsel to be maintained outside Bankthe Borrower; (h) a Beneficial Ownership Certification with respect to Borrower at least two (2) Business Days prior to the WTI Intercreditor AgreementClosing Date; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 2.4 hereof; (j) [reserved]; (k) current financial statementsfor at least five (5) Borrowing Base Portfolio Investments selected by Bank, including audited statements for Borrower’s most recently ended fiscal yearcopies of each of the Required Portfolio Investment Documents with respect thereto; (l) since December 31, together with an unqualified opinion2020, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and there shall not have occurred a Material Adverse Effect; and (m) such other updated financial documents, instruments, certificates and information as Bank may reasonably request; (l) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (n) a Collateral Information Certificate; and (o) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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, each the followingfollowing items and completed each of the following requirements: (a) this Agreement; (b) an officer’s certificate of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National a financing statement (Form Financing StatementUCC-1) for each Borrower; (d) an intellectual property security agreementagreement for each Borrower; (e) a warrant to purchase stockpayment of the fees and Bank Expenses then due specified in Section 2.5, which may be debited from any of Borrower’s accounts with Bank; (f) current SOS Reports for each Borrower indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited statements (or such other level required by the Investment Agreement) for Borrower’s most recently ended fiscal year, together with an unqualified opinionopinion (or an opinion qualified only for going concern so long as Borrower’s investors provide additional equity as needed), company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lh) current Compliance Certificate in accordance with Section 6.2; (mi) an audit of the Collateral, the results of which shall be a Warrant in form and substance satisfactory to Bank; (nj) a Collateral Subordination Agreement from Austin Ventures, in form and substance satisfactory to Bank; (k) a Borrower Information Certificate; (l) Borrower shall have opened and funded not less than $50,000 in deposit accounts held with Bank; and (om) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriaterequest.

Conditions Precedent to Initial Credit Extension. 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 reasonably satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this AgreementAgreement substantially in the same form attached hereto; (c) UCC National Form Financing Statement; (d) an intellectual property security agreementa warrant to purchase stock; (e) a warrant to purchase stockif the Shares are certificated, the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, duly executed by in blank; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bankthe Intercreditor Agreement duly executed by Escalate; (h) agreement to furnish insurance in substantially the WTI Intercreditor Agreementform attached hereto; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (kj) current financial statements, including audited statements for Borrower’s Borrowers’ most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lk) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (nl) a Collateral Information Certificate; and (om) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 AgreementAgreement together with the Joint and Several Borrower Rider; (b) an officer’s incumbency certificate of Borrower with respect to incumbency and borrowing resolutions authorizing the execution and delivery of this Agreementfrom each entity comprising Borrower; (c) UCC National a financing statement (Form Financing StatementUCC-1); (d) an intellectual property security agreementagreement executed by each entity comprising Borrower; (e) evidence of termination of Borrower's financing agreement with Commerce Funding a warrant to purchase stockrelease by Commerce Funding of all Liens securing the same; (f) agreement to provide insurance; (g) payment of the fees and Bank Expenses then due specified in Section 2.5; (h) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (gi) securities and/or deposit account control agreements with respect an audit of the Collateral, at Borrower's expense, the results of which shall be satisfactory to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited statements for Borrower’s 's most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lk) current Compliance Certificate in accordance with Section 6.2; (ml) an audit of the Collateral, the results of which shall be a Warrant in form and substance satisfactory to Bank; (nm) a Collateral Information Certificate; and (on) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation Prior Loan and Security Agreement became effective on April 1, 2013 (the “Closing Date”). This Agreement shall become effective as of Bank to make the initial Credit Extension is subject to Business Day (the condition precedent that “Amended and Restated Effective Date”) when Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this AgreementAgreement and the other Loan Documents required by Bank; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this AgreementAgreement and the other Loan Documents; (c) UCC National a financing statement (Form Financing StatementUCC-1) and other filings as Bank determines are necessary to perfect all security interests granted to Bank by Borrower; (d) an intellectual property security agreementagreement to furnish insurance; (e) a warrant to purchase stockPrime Referenced Rate Addendum; (f) payment of the fees and Bank Expenses then due as specified in Section 2.4; (g) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (li) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (n) a Collateral Information Certificate; and (oj) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension under this Agreement is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this AgreementAgreement and the other Loan Documents required by Bank; (b) an officer’s certificate of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this AgreementAgreement and the other Loan Documents; (c) UCC National a financing statement (Form Financing StatementUCC-1) and other filings as Bank determines are necessary to perfect all security interests granted to Bank by each Borrower; (d) the Itemization of Amount Financed Disbursement Instructions signed by a Responsible Officer of each Borrower; (e) agreement to furnish insurance; (f) payment of the fees and Bank Expenses then due as specified in Section 2.4; (g) an intellectual property security agreement, duly executed by each Borrower; (e) a warrant to purchase stock; (fh) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lj) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (nk) a Collateral Information CertificateCertificate for each Borrower; (l) an Automatic Loan Payment Authorization; and (om) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) an intellectual property security agreementthe certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, duly executed by in blank; (e) a warrant to purchase stock; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (if) agreement to furnish provide insurance; (jg) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (kh) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together together’ with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (li) current Compliance Certificate in accordance with Section 6.2; (mj) an audit of the Collateral, the results of which shall be satisfactory to Bank; Bank (n) a Collateral Information Certificateonly with respect to Advances under the Revolving Line); and (ok) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) an intellectual property security agreementagreement to furnish insurance; (e) a warrant to purchase stockpayment of the fees and Bank Expenses then due specified in Section 2.5; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect an audit of the Collateral, the results of which shall be satisfactory to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinionopinion thereon (it being acknowledged that the financial statements for the 2011 fiscal year Borrower may contain an opinion that is qualified so long as such qualification is solely the result of a “going concern” related to insufficient access to capital and/or negative profits), company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (li) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (nj) a Collateral Information Certificate; (k) an Automatic Debit Authorization; and (ol) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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) the LIBOR Addendum; (c) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (cd) UCC National Form Financing Statement; (d) an intellectual property security agreementStatement Amendment; (e) a warrant to purchase stock; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (gf) except as set forth in the Schedule, securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (ig) agreement to furnish insurance; (jh) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (ki) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month quarter (as filed with the Securities and Exchange Commission (the “SEC”)) in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lj) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (n) a Collateral Information Certificate; and (ok) such other documents documents, certificates or certificatesopinions, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National a financing statement (Form Financing StatementUCC-1); (d) an intellectual property security agreementagreement to provide insurance; (e) a warrant to purchase stockpayment of the fees and Bank Expenses then due specified in Section 2.5; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside BankReserved; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (li) current Compliance Certificate in accordance with Section 6.2; (mj) an audit of the Collateral, the results of which shall be satisfactory to BankReserved; (nk) Control Agreement for each banking and/or investment account with a Collateral Information CertificatePerson other than Bank, except as otherwise provided by subsection (i) of the definition of Permitted Investment; (l) evidence satisfactory to Bank that Borrower complies with Section 6.6 hereof; and (om) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National a financing statement (Form Financing StatementUCC-1), which was prepared by Bank on or about the Original Closing Date; (d) an intellectual property security agreementpayment of the fees and Bank Expenses then due specified in Section 2.5, which may be debited from any of Borrower’s accounts with Bank; (e) a warrant to purchase stock; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (kf) current financial statements, including audited company prepared statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lg) current Compliance Certificate in accordance with Section 6.2; (mh) the Warrant, which was delivered to Bank on the Original Closing Date; (i) a Borrower Information Certificate, which was delivered to Bank on or about the Original Closing Date; (j) an audit Affirmation of the CollateralGuaranty, the results of which shall be in form satisfactory to Bank; (n) a Collateral Information Certificate, duly executed by Guarantor; and (ok) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriaterequest.

Conditions Precedent to Initial Credit Extension. 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 each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National a financing statement (Form Financing StatementUCC-1); (d) an intellectual property security agreementagreement to provide insurance; (e) a warrant to purchase stockpayment of the fees and Bank Expenses then due specified in Section 2.5; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect an audit of the Collateral, the results of which shall be satisfactory to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited statements for Borrower’s the most recently ended fiscal yearyear of each Borrower, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (li) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (nj) a Collateral Information Certificate; and (ok) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.appropriate including noted on the closing checklist prepared in connection with this Agreement, attached hereto as Exhibit I.

Conditions Precedent to Initial Credit Extension. 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 the Original Loan Agreement, the Subordination Agreement and the Personal Guaranty; (b) an officer’s certificate of Borrower each Obligor party to the Original Loan Agreement with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) a UCC National Form Financing StatementStatement with respect to each Obligor party to the Original Loan Agreement; (d) an intellectual property security agreementagreement from Borxxxxx; (e) a warrant agreement to purchase stockfurnish insurance; (f) payment of the fees and Bank Expenses then due specified in Section 2.5; (g) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited statements for Borrower’s Borxxxxx’x most recently ended fiscal year, together with an opinion which is unqualified opinionor otherwise acceptable to Bank, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (li) current Compliance Certificate in accordance with Section 6.2; (mj) an audit of the Collateral, the results of which shall be satisfactory to Banka Perfection Certificate; (nk) a Collateral Information Certificate; and (o) such other documents or certificatessubject to Section 6.6, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank;

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) an intellectual property security agreement; (e) a warrant to purchase stock; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (ge) a deposit account control agreement with respect to Borrower’s investment account held at Xxxxxx Brothers (the “Xxxxxx Account”). (f) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (g) a Lessor’s Acknowledgment and Subordination for Borrower’s Boulder location; (h) the WTI Intercreditor Agreementa Lessor’s Acknowledgment and Subordination for Borrower’s Longmont location; (i) agreement to furnish provide insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (l) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (n) a Collateral Information Certificate; and (om) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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) the LIBOR Addendum; (c) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (cd) UCC National Form Financing Statement; (d) an intellectual property security agreement; (e) a warrant to purchase stock; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (gf) except as set forth in the Schedule, securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (ig) agreement to furnish insurance; (jh) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (ki) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, opinion qualified only for “going concern,” company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month quarter (as filed with the Securities and Exchange Commission (the “SEC”)) in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lj) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (n) a Collateral Information Certificate; and (ok) such other documents documents, certificates or certificatesopinions, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statementan officer’s certificate of each Guarantor with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the execution and delivery of the Guaranty by such Guarantor; (d) an intellectual property security agreementa financing statement (Form UCC-1) for Borrower and each Guarantor; (e) a warrant to purchase stockthe Guarantees; (f) the Stock Pledge Agreement; (g) agreement to provide insurance; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (i) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment an audit of the fees and Bank Expenses then due specified in Section 2.5 hereofCollateral, the results of which shall be satisfactory to Bank; (k) current financial statements, including audited statements for Borrower’s most recently ended fiscal yearyear for which audited financial statements are available, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month fiscal quarter in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (l) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (n) a Collateral Information Certificate; and (o) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) a UCC National Form Financing Statementfinancing statement; (d) an intellectual property security agreementamendment and affirmation of guaranty of the Guarantor; (e) a warrant to purchase stockpayment of the fees and Bank Expenses then due specified in Section 2.44; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in on the CollateralBorrower’s property; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lh) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (ni) a Collateral Information Certificate; and (oj) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate. Notwithstanding the delivery of a UCC financing statement in accordance with Section 3.1(c), Bank shall not file such financing statement until an Event of Default has occurred.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statementstock powers for the shares of stock which are part of the Collateral, executed in blank by Borrower for each of Borrower’s Subsidiaries; (d) an intellectual property security agreementLIBOR Addendum to Loan & Security Agreement; (e) a warrant to purchase stockUCC financing statement; (f) agreement to provide insurance; (g) payment of the fees and Bank Expenses then due specified in Section 2.5; (h) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (l) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (nj) a Collateral Information Certificatecurrent financial statements and such other updated financial information as Bank may reasonably request; (k) current Compliance Certificate in accordance with Section 6.2; and (ol) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) an intellectual property security agreementagreement to furnish insurance; (e) a warrant to purchase stockpayment of the fees and Bank Expenses then due specified in Section 2.5; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited company prepared statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lh) current Compliance Certificate in accordance with Section 6.2; (mi) an audit of the Collateral, the results of which shall be satisfactory to Banka Lessor’s Acknowledgment and Subordination; (nj) a Collateral Information Certificatean Automatic Debit Authorization; and (ok) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) an intellectual property security agreementA payoff letter with respect to any Indebtedness being repaid with the proceeds of the initial Credit Extension; (e) a warrant to purchase stock; (f) current SOS Reports indicating that except for Permitted LiensLiens and liens to be released in connection with the payoff letter referenced in item (d) above, there are no other security interests or Liens of record in the Collateral; (f) an Intercreditor Agreement with ATEL; (g) securities and/or deposit account control agreements evidence that ATEL has funded the ATEL Indebtedness or will fund concurrent with respect to any accounts permitted hereunder to be maintained outside BankBank funding the initial Credit Extension; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (ji) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (kj) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lk) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (nl) a Collateral Information Certificate; and (om) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) an intellectual property security agreement; (e) a warrant to purchase stock; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (e) evidence that Bank has a perfected security interest in the Foreign Equipment; (f) agreement to provide insurance; (g) securities and/or deposit account control agreements with respect Investment Account Control Agreement in form and substance acceptable to any accounts permitted hereunder to be maintained outside BankBank (for funds held at Comerica Securities); (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (ki) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lj) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be satisfactory to Bank; (n) a Collateral Information Certificate; and (ok) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 Borrower; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) an intellectual property security agreementagreement to furnish insurance; (e) a warrant to purchase stockpayment of the Bank Expenses then due specified in Section 2.4; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lh) current Compliance Certificate in accordance with Section 6.2; (mi) an audit of the Collateral, the results of which shall be a Warrant in form and substance satisfactory to Bank; (nj) a Collateral Information Certificate; and; (ok) subject to Section 6.6, securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (l) an Automatic Debit Authorization; and (m) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 AgreementAgreement together with the Joint and Several Borrower Rider; (b) an officer’s 's certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National a financing statement (Form Financing StatementUCC-1); (d) account control agreements with respect to accounts held at Affiliates of Bank; (e) an intellectual property security agreement; (ef) evidence of termination of Borrower's financing agreement with Commerce Funding a warrant to purchase stockrelease by Commerce Funding of all Liens securing the same; (fg) agreement to provide insurance; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (i) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (i) agreement to furnish insurance; (j) payment an audit of the fees and Bank Expenses then due specified in Section 2.5 hereofCollateral, at Borrower's expense, the results of which shall be satisfactory to Bank; (k) current financial statements, including audited statements for Borrower’s 's most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (l) current Compliance Certificate in accordance with Section 6.2; (m) an audit of the Collateral, the results of which shall be a Warrant in form and substance satisfactory to Bank; (n) a Collateral Information Certificate; and (o) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 reasonably satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s 's certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) an intellectual property security agreement; (e) a warrant to purchase stock; (fe) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (gf) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) the WTI Intercreditor Agreement; (ig) agreement to furnish provide insurance; (jh) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (ki) current financial statements, including audited unaudited statements for Borrower’s 's most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (lj) current Compliance Certificate in accordance with Section 6.2; (mk) an audit of the Collateral, the results of which shall be reasonably satisfactory to Bank; Bank (n) a Collateral Information Certificatethis in only applicable for the first Advance under the Revolving Line; and (ol) evidence that Borrower has received at least Five Million Dollars ($5,000,000) in New Equity; and (m) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.