Common use of Conditions Precedent to Term Loan Clause in Contracts

Conditions Precedent to Term Loan. The obligation of each Lender to make its Term Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note. (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and its Subsidiaries are validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the Borrower has complied in all material respects with all of the covenants and agreements specified in this Article IV and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (vi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Lenders shall have completed a due diligence investigation of the Borrower, in scope, and with results, satisfactory to the Lenders, and shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as they shall have requested. All of the representations and warranties contained herein shall be true, accurate and complete and no Default or Event of Default shall have occurred. (e) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) from Xxxx Xxxxx, general counsel to the Borrower, in form, scope and substance satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (f) At least five days prior to the Closing Date, each Lender shall have received: (i) any and all documentation and other information requested by such Lender in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the USA PATRIOT Act; and (ii) to the extent the Borrower constitutes a “legal entity customer” under the Beneficial Ownership Regulation, a completed Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Term Loan. The obligation of each No Lender shall be obligated to make its Pro Rata Share of the Term Loan, or to take, fulfill, or perform any other action hereunder, until the following have been delivered to the Agent (the date on which the Lenders make the Term Loan hereunder is subject after all such conditions shall have been satisfied in a manner satisfactory to satisfaction of Agent or waived in accordance with this Agreement, the following conditions precedent:“Funding Date”): (a) The Administrative Agent’s receipt a counterpart of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly this Agreement duly executed by a Responsible Officer of the signing each Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each Lender; (b) a certificate executed by the Secretary of each Loan Party, the Lenders: form of which is attached hereto as Exhibit B (the “Secretary’s Certificate”), providing verification of incumbency and attaching (i) executed counterparts of such Loan Party’s board resolutions approving the transactions contemplated by this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent each Lender other Debt Documents and the Borrower(ii) such Loan Party’s governing documents; (iic) a Note Notes duly executed by the Borrower in favor of each applicable Lender requesting a Note.(if requested by such Lender); (iiid) such filed copies of UCC financing statements, collateral assignments, and terminations statements, with respect to the Collateral, as Agent shall request; (e) certificates of resolutions insurance evidencing the insurance coverage, and satisfactory additional insured and lender loss payable endorsements, in each case as required pursuant to Section 6.4 herein; (f) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or other actionLiens on the Collateral, incumbency certificates and/or other certificates than Permitted Liens (as defined below); (g) a Warrant in favor of Responsible Officers each Lender (or its affiliate or designee); (h) the Intellectual Property Security Agreement described in Section 3.3 above, duly executed by each Loan Party; (i) a certificate of good standing of each Loan Party as from the Administrative Agent may require evidencing the identity, authority and capacity jurisdiction of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is Party’s organization and a party or is to be a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each certificate of the Borrower and its Subsidiaries are validly existing, in good standing and qualified to engage in business in foreign qualification from each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that Loan Party’s failure to do be so qualified could not reasonably be expected to have a Material Adverse EffectEffect (as defined below), in each case as of a recent date acceptable to Agent; (vj) a certificate signed landlord consent and/or bailee letter in favor of Agent executed by the landlord or bailee, as applicable, for any third party location (other than a Responsible Officer Permitted Location as defined below) where (a) any Loan Party’s principal place of business is located, (b) any Loan Party’s books or records are located or (c) Collateral with an aggregate book value in excess of $50,000 is located (each of the Borrower certifying locations described in the immediately preceding clauses (Aa), (b) that the Borrower has complied in all material respects with all of the covenants and agreements specified in this Article IV and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregatec), a Material Adverse Effect; and“Collateral Location”), a form of which is attached hereto as Exhibit C-1 and Exhibit C-2, as applicable (each an “Access Agreement”); (vik) evidence that all insurance a legal opinion of Loan Parties’ counsel, in form and substance satisfactory to Agent; (l) a completed EPS set-up form, a form of which is attached hereto as Exhibit E (the “EPS Setup Form”); (m) a completed perfection certificate, duly executed by each Loan Party (the “Perfection Certificate”), a form of which Agent previously delivered to Borrower; (n) one or more Account Control Agreements (as defined below), in form and substance reasonably acceptable to Agent, duly executed by the applicable Loan Parties and the applicable depository or financial institution, for each deposit and securities account listed on the Perfection Certificate, to the extent required to be maintained pursuant to the Loan Documents has been obtained terms and is in effect.conditions of Section 7.10; (io) All a pledge agreement, in form and substance satisfactory to Agent, executed by each Loan Party and pledging to Agent, for the benefit of itself and the Lenders, a security interest in (a) 100% of the shares of the outstanding capital stock, of any class, of each Subsidiary (as defined below) of each Loan Party that is not a Foreign Subsidiary, (b) to the extent that Borrower would incur adverse tax consequences resulting from a pledge of 100% of the shares of the outstanding capital stock of any Foreign Subsidiary, 65% of the shares of the outstanding voting capital stock and 100% of the shares of the outstanding non-voting capital stock of each such Foreign Subsidiary and (c) any and all Indebtedness (as defined in Section 7.2 below) owing to Loan Parties (the “Pledge Agreement”); (p) a guaranty agreement (together with any other guaranty that purports to provide for a guaranty of the Obligation, the “Guaranty”), in form and substance satisfactory to Agent, executed by each Guarantor; (q) evidence satisfactory to Agent that Borrower has on the Closing Date unrestricted balance sheet cash and Cash Equivalents of not less than $23,000,000 in one or more deposit accounts or securities accounts over which Agent has obtained control in accordance with the requirements of Section 7.10 (with trade payables being paid currently and expenses and liabilities being paid in the ordinary course of business); (r) evidence satisfactory to Agent that Borrower has paid to Agent for the ratable benefit of the lenders under the Original Loan Agreement (1) all outstanding and unpaid interest with respect to the Original Term Loan and (2) a pro rated portion of the “Final Payment Fee” (as such term is used and defined in the Original Loan Agreement) in an amount equal to the amount specified in that certain side letter, dated as of the Closing Date, by and among Borrower, Agent and the lenders under the Original Loan Agreement; (s) all other documents and instruments as Agent or the Lenders may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, Note, Warrants, the Existing Warrants, Intellectual Property Security Agreements, the Account Control Agreements, the Access Agreements, the Perfection Certificate, the Pledge Agreement, the Guaranty, if any, the Secretary’s Certificate, and all other agreements, instruments, documents and certificates executed and/or delivered to or in favor of Agent and/or the Lenders from time to time in connection with this Agreement or the transactions contemplated hereby, the “Debt Documents”); (t) Agent and Lenders shall have received the fees required to be paid by Borrower, if any, in the respective amounts specified in Section 2.7, and Borrower shall have reimbursed Agent and Lenders for all reasonable fees, costs and expenses of closing presented as of the date of this Agreement; (u) (i) all representations and warranties in Section 5 below shall be true as of the date of the Term Loan, except to the Administrative Agent extent such representations and the Arranger on or before the Closing Date warranties expressly refer to an earlier date, in which case such representations and warranties shall have been paid be true and correct as of such earlier date; (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Lenders shall have completed a due diligence investigation of the Borrower, in scope, and with results, satisfactory to the Lenders, and shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as they shall have requested. All of the representations and warranties contained herein shall be true, accurate and complete and no Default or Event of Default shall have occurred. or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (esuch event, a “Default”) The Administrative has occurred and is continuing or will result from the making of the Term Loan, and (iii) Agent shall have received a favorable written opinion (addressed to certificate from an authorized officer of each Loan Party confirming each of the Administrative Agent and the Lenders and dated the Closing Date) from Xxxx Xxxxx, general counsel to the Borrower, in form, scope and substance satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (f) At least five days prior to the Closing Date, each Lender shall have received: (i) any and all documentation and other information requested by such Lender in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the USA PATRIOT Actforegoing; and (iiv) to the extent the Borrower constitutes a “legal entity customer” under the Beneficial Ownership RegulationAgent and Lenders shall have received such other documents, a completed Beneficial Ownership Certification in relation to the Borroweragreements, instruments or information as Agent or such Lender shall reasonably request.

Conditions Precedent to Term Loan. on the Agreement Date. The obligation obligations of the Lenders to undertake the Commitment and to make the Term Loan on the Agreement Date are subject to the prior fulfillment of each Lender to make its Term Loan hereunder is subject to satisfaction of the following conditions precedentconditions: (a) The Administrative Agent’s receipt Agent shall have received each of the following, each in form and substance satisfactory to the Administrative Agent: (i) This duly executed Agreement; (ii) The Security Agreement, duly executed by the Borrower Parties, together with UCC financing statements related thereto, certificates representing all of which shall the certificated Equity Interests of the pledged Subsidiaries of the Borrower Parties, and all other original Collateral to be originals or telecopies delivered to the Administrative Agent pursuant to the Security Agreement, and transfer powers with respect thereto duly endorsed in blank; (followed promptly by originalsiii) unless otherwise specifiedA Trademark Security Agreement and a Patent Security Agreement, each properly duly executed by a Responsible Officer Fluent, LLC; (iv) The Direction Letter duly executed by the Borrower; (v) The Master Intercompany Subordinated Note duly executed by the parties thereto; (vi) Reserved; (vii) The legal opinion of Akerman, LLP, counsel to the signing Loan Borrower Parties, addressed to the Lender Group; (viii) With respect to each Borrower Party, each dated a loan certificate signed by the Closing Date secretary or assistant secretary of such Person (or, in the case of a Person that is a partnership, the general partner of such Person or, in the case of a Person that is a limited liability company, the members or manager, as appropriate, of such Person), in form and substance satisfactory to the Administrative Agent, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with appropriate attachments which shall include the following: (A) a copy of the certificate of incorporation or formation of such Person, certified (other than as to the Articles of Merger of the Target Borrower and Ultimate Borrower) to be true, complete and correct by the Secretary of State of the State of such Person’s incorporation or formation within 3 days of the Agreement Date, (B) a true, complete and correct copy of the by-laws, partnership agreement or operating agreement of such Person, (C) a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of the Loan Documents and, with respect to Borrower, authorizing the borrowings hereunder, and (D) certificates of good standing from such Person’s jurisdiction of formation, dated within 3 days of the Agreement Date, and each other jurisdiction in which such Person does business, dated within 30 days of the Agreement Date; (ix) Parent and its Subsidiaries’ projected financial statements for fiscal years 2016, 2017 and 2018, including an income statement, balance sheet and statement of cash flows for each such fiscal year; (x) Certificates of insurance and additional insured and loss payable endorsements, as applicable, with respect to the Borrower Parties and copies of all insurance policies of the Borrower Parties, in each case, meeting the requirements of Section 6.5; (xi) Reserved; (xii) Pay-off and/or release letters, termination statements, canceled mortgages and the like required by the Administrative Agent in connection with the removal of any Liens (other than Permitted Liens), including, without limitation, all tax liens, against the assets of the Borrower Parties, the repayment of Existing Debt or the release of a Borrower Party from a Guaranty; (xiii) Lien search results with respect to the Borrower Parties from all appropriate jurisdictions and filing offices; (xiv) Evidence satisfactory to the Administrative Agent that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens); (xv) Payment of all fees and expenses payable to the Lender Group and the Affiliates of the members of the Lender Group in connection with the Loan Documents; (xvi) A solvency certificate executed by the chief financial officer of each of the Borrower Parties regarding the solvency and financial condition of each Borrower Party, after giving effect to the transactions contemplated herein including the making of the Term Loan on the Agreement Date; (xvii) A closing certificate executed by an Authorized Signatory of the Borrower, certifying as to the satisfaction of the closing conditions contained herein and attaching a fully executed copy of each Related Agreement, in each case together with all related exhibits and schedules; (xviii) A duly executed Term Loan Note to the order of each Lender requesting a promissory note in the amount of such Lender’s Commitment Ratio of the Commitment; (xix) The Subordination Agreement duly executed by all parties thereto; (xx) The Fee Letter duly executed by the Borrower; (xxi) [Reserved]; and (xxii) All such other certificates, agreements, reports, statements, opinions of counsel or other documents as the Administrative Agent may request, certified, as applicable and if so requested, by an appropriate governmental officialsofficial or an Authorized Signatory. (b) The Lender Group shall have received evidence satisfactory to it that no change in the business, assets, management, operations, financial condition or prospects of the Borrower Parties and their Subsidiaries or the laws regulating the business of the Borrower Parties shall have occurred since December 31, 2014, which change has had or could reasonably be expected to have a recent date before Materially Adverse Effect (but excluding any such change that results directly from the Closing discontinuance of the operations of Parent and its Subsidiaries in China prior to the Agreement Date), and the Lender Group shall have received a certificate of an Authorized Signatory of the Borrower so stating. (c) and The Lender Group shall have received the financial statements described in Section 5.1(k), each in form and substance satisfactory to the Administrative Agent and each members of the Lenders: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note. (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and its Subsidiaries are validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the Borrower has complied in all material respects with all of the covenants and agreements specified in this Article IV and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (vi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent)Group. (d) The Lenders Lender Group shall have completed a due diligence investigation received evidence satisfactory to them that all material Necessary Authorizations are in full force and effect and are not subject to any pending or threatened reversal or cancellation and that no Default exists, after giving effect to the making of the Borrower, in scopeTerm Loan hereunder, and with results, satisfactory to the Lenders, and Lender Group shall have been given such access to the management, records, books received a certificate of account, contracts and properties an Authorized Signatory of the Borrower and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as they shall have requested. All of the representations and warranties contained herein shall be true, accurate and complete and no Default or Event of Default shall have occurredso stating. (e) The Administrative Agent shall have received UCC financing statements naming each Borrower Party as a favorable written opinion (addressed debtor and naming the Administrative Agent as secured party in form for filing in all appropriate jurisdictions, in such form as shall be satisfactory to the Administrative Agent (with the filing thereof to occur upon the effectiveness of this Agreement). (f) The Lender Group shall have completed such other business and legal due diligence with respect to the Borrower Parties and the Lenders results thereof shall be acceptable to each member of the Lender Group, in its sole discretion, including, without limitation, with respect to financial performance, capitalization of the Borrower Parties and dated applicable bank regulatory, “know your customer,” and anti-money laundering matters including, for the Closing Dateavoidance of doubt, with respect to the USA Patriot Act and Sanctions. (g) from Xxxx XxxxxThe Lender Group shall have completed background checks with respect to certain key officers of the Borrower Parties and such background checks shall be satisfactory to each member of the Lender Group. (h) The Administrative Agent shall have received evidence that the Subordinated Notes have been issued, general counsel to the proceeds of the Subordinated Notes have been received by the Borrower, and the Subordinated Notes are in formfull force and effect as of the Agreement Date. (i) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained herein or therein, scope as applicable) both before and after giving effect to the application of the proceeds of the Term Loan on the Agreement Date. (j) There shall not exist, on the date of the Advance of the Term Loan and after giving effect thereto, a Default or Event of Default. (k) The Borrower Parties shall have disclosed to the Lender Group the substance of all material events and other circumstances relating to any defaults known to Borrower Parties as to any Material Contract in existence as of the Agreement Date. (l) The Closing Date Acquisition shall have closed in the manner contemplated by the Purchase Agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (f) At least five days prior to the Closing Date, each Lender Administrative Agent shall have received: (i) any and all documentation and other information requested by such Lender received evidence that a minimum of $25,000,000 in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the USA PATRIOT Act; and (ii) to the extent the Borrower constitutes a “legal entity customer” under the Beneficial Ownership Regulation, a completed Beneficial Ownership Certification in relation cash common equity has been contributed to the Borrower. (m) The Administrative Agent shall have received evidence that the Employment Agreements are in full force and effect as of the Agreement Date. (n) The ratio of (i) Funded Debt of the Borrower and its Subsidiaries as of the Agreement Date to (ii) EBITDA of the Borrower and its Subsidiaries for the 12-month period ended as of September 30, 2015 shall not exceed 4.00 to 1.00, as certified to the Lender Group (with back-up calculations satisfactory to the Administrative Agent) by an Authorized Signatory.

Conditions Precedent to Term Loan. The obligation of each Lender Bank to make its extend the Term Loan hereunder is subject to the satisfaction of the following conditions condition precedent: (a) The Administrative Agent’s receipt of the followingBank shall have received, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Bank, the Administrative Agent and each of the Lendersfollowing: (i) this Agreement, duly executed counterparts of this Agreement and by the Guaranty, sufficient in number for distribution to the Administrative Agent each Lender and the Borrowerparties hereto; (ii) a Note executed by certificate of the Secretary of Borrower in favor with respect to incumbency and resolutions authorizing the execution and delivery of each Lender requesting a Note.this Agreement; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a partyUCC National Form Financing Statement; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and its Subsidiaries are validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectIP Security Agreement; (v) a certificate signed by a Responsible Officer certificates of insurance naming Bank as loss payee on all property insurance policies and as an additional insured on all liability insurance policies; (vi) payment of the Borrower certifying (A) that the Borrower has complied in all material respects with all of the covenants fees and agreements Bank Expenses then due specified in this Article IV and Section 2.4; (Bvii) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, Lockbox Agreement; (viii) a Material Adverse Effectpay-off letter from East West Bank; and (viix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained such other documents, and is in effectcompletion of such other matters, as Bank may reasonably deem necessary or appropriate. (ib) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date Bancontrol Account shall have been paid established at Bank, and (ii) all fees required to be paid to the Lenders on or before the Closing Date Borrower shall have been paid.instructed its account debtors to make payments to such deposit account; (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Lenders shall have completed a due diligence investigation of the Borrower, in scope, and with results, satisfactory to the Lenders, and shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as they shall have requested. All of the representations and warranties contained herein in Section 5 shall be true and correct in all material respects on and as of the Closing Date; provided, however, that those representations and warranties expressly referring to another date shall be true, accurate correct and complete in all material respects as of such other date. The making of the Term Loan shall be deemed to be a representation and warranty by Borrower on the Closing Date as to the accuracy of the facts referred to in this Section 3.1; (d) no Default or Event of Default shall have occurredoccurred and be continuing, or would exist after giving effect to the Term Loan.; and (e) The Administrative Agent shall have received a favorable written opinion (addressed to in Bank’s sole discretion, there has not been any material impairment in the Administrative Agent and the Lenders and dated the Closing Date) from Xxxx XxxxxAccounts, general counsel affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or there has not been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to the BorrowerBank on August 21, in form2018, scope and substance satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinionsaccepted by Bank. (f) At least five days prior to the Closing Date, each Lender shall have received: (i) any and all documentation and other information requested by such Lender in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the USA PATRIOT Act; and (ii) to the extent the Borrower constitutes a “legal entity customer” under the Beneficial Ownership Regulation, a completed Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Term Loan. The obligation of each No Lender shall be obligated to make its the Term Loan, or to take, fulfill, or perform any other action hereunder, until the following have been delivered to Agent (the date on which the Lenders make the Term Loan hereunder is subject after all such conditions shall have been satisfied in a manner satisfactory to satisfaction of Agent or waived in accordance with this Agreement, the following conditions precedent:“Closing Date”): (a) The Administrative Agent’s receipt a counterpart of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly this Agreement duly executed by each Loan Party; (b) a Responsible Officer certificate executed by the Secretary of the signing each Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Agent (the Administrative Agent “Secretary’s Certificate”), providing verification of incumbency and each of the Lenders: attaching (i) executed counterparts of such Loan Party’s board resolutions approving the transactions contemplated by this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent each Lender other Debt Documents and the Borrower(ii) such Loan Party’s governing documents; (iic) a Note Notes duly executed by the each Borrower in favor of each Lender requesting a Note.applicable Lender; (iiid) such filed copies of UCC financing statements, collateral assignments, and terminations statements, with respect to the Collateral, as Agent shall request; (e) certificates of resolutions insurance evidencing the insurance coverage, and reasonably satisfactory additional insured and lender loss payable endorsements, in each case as required pursuant to Section 6.4 herein; (f) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens on the Collateral, other actionthan Permitted Liens (as defined below); (g) the Intellectual Property Security Agreement required by Section 3.3 above, incumbency certificates and/or other certificates duly executed by each Loan Party; (h) a certificate of Responsible Officers good standing of each Loan Party as from the Administrative Agent may require evidencing the identity, authority and capacity jurisdiction of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is Party’s organization and a party or is to be a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each certificate of the Borrower and its Subsidiaries are validly existing, in good standing and qualified to engage in business in foreign qualification from each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that Loan Party’s failure to do be so qualified could not reasonably be expected to have a Material Adverse EffectEffect (as defined below), in each case as of a recent date acceptable to Agent; (vi) a certificate signed legal opinion of Loan Parties’ counsel, in form and substance reasonably satisfactory to Agent; (j) a completed EPS set-up form, in form and substance satisfactory to Agent (the “EPS Setup Form”); (k) a completed perfection certificate, duly executed by each Loan Party (the “Perfection Certificate”), a Responsible Officer form of which Agent previously delivered to Borrowers; (l) a disbursement instruction letter, in form and substance satisfactory to Agent, executed by each Loan Party, Agent and each Lender (the “Disbursement Letter”); (m) evidence that the Master Lease Agreement, dated as of April 9, 2002, as amended, by and among MDRNA and Agent, and MDRNA’s obligations thereunder, shall be terminated, (n) a Purchase Agreement in form and substance satisfactory to Agent, pursuant to which MDRNA shall have purchased the Leased Equipment; (o) all other documents and instruments as Agent may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, the Notes, the Intellectual Property Security Agreement (if any), the Account Control Agreements, the Perfection Certificate, the Guaranty, if any, the Secretary’s Certificate and the Disbursement Letter, and all other agreements, instruments, documents and certificates executed and/or delivered to or in favor of Agent from time to time in connection with this Agreement or the transactions contemplated hereby, the “Debt Documents”); (p) Borrowers shall have reimbursed Agent and Lenders for all fees, costs and expenses of closing presented as of the Borrower certifying date of this Agreement; and (Aq) that the Borrower has complied (i) all representations and warranties in all material respects with all Section 5 below shall be true as of the covenants and agreements specified in this Article IV and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse EffectTerm Loan; and (vi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Lenders shall have completed a due diligence investigation of the Borrower, in scope, and with results, satisfactory to the Lenders, and shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as they shall have requested. All of the representations and warranties contained herein shall be true, accurate and complete and no Default or Event of Default shall have occurred. or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (esuch event, a “Default”) The Administrative has occurred and is continuing or will result from the making of the Term Loan, and (iii) Agent shall have received a favorable written opinion (addressed to certificate from an authorized officer of each Loan Party confirming each of the Administrative Agent and the Lenders and dated the Closing Date) from Xxxx Xxxxx, general counsel to the Borrower, in form, scope and substance satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinionsforegoing. (f) At least five days prior to the Closing Date, each Lender shall have received: (i) any and all documentation and other information requested by such Lender in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the USA PATRIOT Act; and (ii) to the extent the Borrower constitutes a “legal entity customer” under the Beneficial Ownership Regulation, a completed Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Term Loan. The obligation of each No Lender shall be obligated to make its the Term Loan, or to take, fulfill, or perform any other action hereunder, until the following have been delivered to Agent (the date on which the Lenders make the Term Loan hereunder is subject after all such conditions shall have been satisfied in a manner satisfactory to satisfaction of Agent or waived in accordance with this Agreement, the following conditions precedent:“Closing Date”): (a) The Administrative Agent’s receipt a counterpart of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly this Agreement duly executed by each Loan Party; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (b) a Responsible Officer certificate executed by the Secretary of the signing each Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Agent (the Administrative Agent “Secretary’s Certificate”), providing verification of incumbency and each of the Lenders: attaching (i) executed counterparts of such Loan Party’s board resolutions approving the transactions contemplated by this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent each Lender other Debt Documents and the Borrower(ii) such Loan Party’s governing documents; (iic) a Note Notes duly executed by the each Borrower in favor of each Lender requesting a Note.applicable Lender; (iiid) such filed copies of UCC financing statements, collateral assignments, and terminations statements, with respect to the Collateral, as Agent shall request; (e) certificates of resolutions insurance evidencing the insurance coverage, and reasonably satisfactory additional insured and lender loss payable endorsements, in each case as required pursuant to Section 6.4 herein; (f) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens on the Collateral, other actionthan Permitted Liens (as defined below); (g) the Intellectual Property Security Agreement required by Section 3.3 above, incumbency certificates and/or other certificates duly executed by each Loan Party; (h) a certificate of Responsible Officers good standing of each Loan Party as from the Administrative Agent may require evidencing the identity, authority and capacity jurisdiction of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is Party’s organization and a party or is to be a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each certificate of the Borrower and its Subsidiaries are validly existing, in good standing and qualified to engage in business in foreign qualification from each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that Loan Party’s failure to do be so qualified could not reasonably be expected to have a Material Adverse EffectEffect (as defined below), in each case as of a recent date acceptable to Agent; (vi) a certificate signed legal opinion of Loan Parties’ counsel, in form and substance reasonably satisfactory to Agent; (j) a completed EPS set-up form, in form and substance satisfactory to Agent (the “EPS Setup Form”); (k) a completed perfection certificate, duly executed by each Loan Party (the “Perfection Certificate”), a Responsible Officer form of which Agent previously delivered to Borrowers; (l) a disbursement instruction letter, in form and substance satisfactory to Agent, executed by each Loan Party, Agent and each Lender (the “Disbursement Letter”); (m) evidence that the Master Lease Agreement, dated as of April 9, 2002, as amended, by and among MDRNA and Agent, and MDRNA’s obligations thereunder, shall be terminated, [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (n) a Purchase Agreement in form and substance satisfactory to Agent, pursuant to which MDRNA shall have purchased the Leased Equipment; (o) all other documents and instruments as Agent may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, the Notes, the Intellectual Property Security Agreement (if any), the Account Control Agreements, the Perfection Certificate, the Guaranty, if any, the Secretary’s Certificate and the Disbursement Letter, and all other agreements, instruments, documents and certificates executed and/or delivered to or in favor of Agent from time to time in connection with this Agreement or the transactions contemplated hereby, the “Debt Documents”); (p) Borrowers shall have reimbursed Agent and Lenders for all fees, costs and expenses of closing presented as of the Borrower certifying date of this Agreement; and (Aq) that the Borrower has complied (i) all representations and warranties in all material respects with all Section 5 below shall be true as of the covenants and agreements specified in this Article IV and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse EffectTerm Loan; and (vi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Lenders shall have completed a due diligence investigation of the Borrower, in scope, and with results, satisfactory to the Lenders, and shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as they shall have requested. All of the representations and warranties contained herein shall be true, accurate and complete and no Default or Event of Default shall have occurred. or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (esuch event, a “Default”) The Administrative has occurred and is continuing or will result from the making of the Term Loan, and (iii) Agent shall have received a favorable written opinion (addressed to certificate from an authorized officer of each Loan Party confirming each of the Administrative Agent and the Lenders and dated the Closing Date) from Xxxx Xxxxx, general counsel to the Borrower, in form, scope and substance satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinionsforegoing. (f) At least five days prior to the Closing Date, each Lender shall have received: (i) any and all documentation and other information requested by such Lender in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the USA PATRIOT Act; and (ii) to the extent the Borrower constitutes a “legal entity customer” under the Beneficial Ownership Regulation, a completed Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Term Loan. The obligation of each No Lender shall be obligated to make its the Term Loan, or to take, fulfill, or perform any other action hereunder, until the following have been delivered to the Agent (the date on which the Lenders make the Term Loan hereunder is subject after all such conditions shall have been satisfied in a manner satisfactory to satisfaction of Agent or waived in accordance with this Agreement, the following conditions precedent:“Closing Date”): (a) The Administrative Agent’s receipt a counterpart of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly this Agreement duly executed by each Loan Party; (b) a Responsible Officer certificate executed by the Secretary of the signing each Loan Party, each dated the Closing Date form of which is attached hereto as Exhibit B (orthe “Secretary’s Certificate”), in the case providing verification of certificates of governmental officials, a recent date before the Closing Date) incumbency and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: attaching (i) executed counterparts of such Loan Party’s board resolutions approving the transactions contemplated by this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent each Lender other Debt Documents and the Borrower(ii) such Loan Party’s governing documents; (iic) a Note Notes duly executed by the Borrower in favor of each Lender requesting a Note.applicable Lender; (iiid) such filed copies of UCC financing statements, collateral assignments, and terminations statements, with respect to the Collateral, as Agent shall request; (e) certificates of resolutions insurance evidencing the insurance coverage, and satisfactory additional insured and lender loss payable endorsements, in each case as required pursuant to Section 6.4 herein; (f) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens on the Collateral, other actionthan Permitted Liens (as defined below); (g) a Warrant in favor of each Lender, incumbency certificates and/or other certificates duly executed by Borrower, the form of Responsible Officers which is attached hereto as Exhibit F; (h) a certificate of good standing of each Loan Party as from the Administrative Agent may require evidencing the identity, authority and capacity jurisdiction of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is Party’s organization and a party or is to be a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each certificate of the Borrower and its Subsidiaries are validly existing, in good standing and qualified to engage in business in foreign qualification from each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that Loan Party’s failure to do be so qualified could not reasonably be expected to have a Material Adverse EffectEffect (as defined below), in each case as of a recent date acceptable to Agent; (vi) a landlord consent and/or bailee letter in favor of Agent executed by the landlord or bailee, as applicable, for any third party location where (i) Borrower’s principal place of business, (ii) any of Borrower’s books or records or (iii) Collateral with an aggregate marketable and saleable value in excess of $25,000 is located, a form of which is attached hereto as Exhibit C-1 and Exhibit C-2, as applicable (“Access Agreement”); (j) a legal opinion of the Loan Parties’ counsel, in form and substance satisfactory to Agent; (k) a completed EPS set-up form, a form of which is attached hereto as Exhibit E (the “EPS Setup Form”); (l) a completed perfection certificate, duly executed by the Loan Parties, a form of which Agent previously delivered to Borrower (the “Perfection Certificate”); (m) one or more Account Control Agreements (as defined below), in form and substance reasonably acceptable to Agent, duly executed by the applicable Loan Parties and the applicable depository or financial institution, for each deposit and securities account (other than accounts used exclusively for payroll and withholding tax purposes) listed on the Perfection Certificate; (n) a pledge agreement, in form and substance satisfactory to Agent, executed by each Loan Party and pledging to Agent, for the benefit of itself and the Lenders, a security interest in (a) 100% of the shares of the outstanding capital stock, of any class, of each Subsidiary (as defined below) of such Loan Party that is incorporated under the laws of any State of the United States or the District of Columbia, (b) shares of the outstanding capital stock of any class of each Subsidiary of such Loan Party that is not incorporated under the laws of any State of the United States or the District of Columbia that constitute 65% of the total combined voting power of all capital stock of all classes of such Subsidiary and (c) any and all Indebtedness owing to such Loan Party (the “Pledge Agreement”); (o) a disbursement instruction letter, in form and substance satisfactory to Agent, executed by Borrower, Agent and each Lender (the “Disbursement Letter”); (p) a fully executed pay-off letter satisfactory to Agent confirming that all of the Indebtedness and other obligations owed under Borrower’s credit facility with Venture Lending & Leasing IV, LLC (the “Existing Indebtedness”) will be repaid in full from the proceeds of the Term Loan and all liens upon any of Borrower’s property in favor of Venture Lending and Leasing IV, LLC shall be terminated immediately upon such payment; (q) a guaranty, in form and substance satisfactory to Agent, executed by each Loan Party other than Borrower (in such capacity, a “Guarantor” and collectively, the “Guarantors”) and guaranteeing the payment and performance of the Obligations (the “Guaranty”); (r) a notice of assignment, in form and substance satisfactory to Agent, executed by Borrower, acknowledged by Royalty Pharma Finance Trust and assigning Borrower’s rights to payment under Section 2.06 of the Thalidomide Royalty Agreement to Agent, for the benefit of itself and the Lenders (the “Notice of Assignment”); (s) a certificate signed by a Responsible Officer from an authorized officer of each Loan Party confirming that (i) all representations and warranties in Section 5 below shall be true as of the Borrower certifying Closing Date and (Aii) that no Event of Default or any other event, which with the Borrower giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”) has complied in all material respects with all occurred and is continuing or will result from the making of the covenants Term Loan; (t) all other documents and agreements specified in instruments as Agent may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Article IV Agreement (together with the Agreement, the Notes, the Warrant, the Perfection Certificate, the Pledge Agreement, the Secretary’s Certificate, the Disbursement Letter, the Guaranty, the Notice of Assignment and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected all other agreements, instruments, documents and certificates executed and/or delivered to have, either individually or in favor of Agent from time to time in connection with this Agreement or the aggregatetransactions contemplated hereby, a Material Adverse Effectthe “Debt Documents”); and (viu) evidence that all insurance required to be maintained pursuant to Agent and Lenders shall have received the Loan Documents has been obtained and is in effect. (i) All fees required to be paid to by Borrower, if any, in the Administrative Agent respective amounts specified in Section 2.7, and the Arranger on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid reimbursed Agent and Lenders for all fees, charges costs and disbursements expenses of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements closing presented as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Lenders shall have completed a due diligence investigation of the Borrower, in scope, and with results, satisfactory to the Lenders, and shall have been given such access to the management, records, books date of account, contracts and properties of the Borrower and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as they shall have requested. All of the representations and warranties contained herein shall be true, accurate and complete and no Default or Event of Default shall have occurredthis Agreement. (e) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) from Xxxx Xxxxx, general counsel to the Borrower, in form, scope and substance satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (f) At least five days prior to the Closing Date, each Lender shall have received: (i) any and all documentation and other information requested by such Lender in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the USA PATRIOT Act; and (ii) to the extent the Borrower constitutes a “legal entity customer” under the Beneficial Ownership Regulation, a completed Beneficial Ownership Certification in relation to the Borrower.