Common use of Conditions Precedent to the Initial Advance Clause in Contracts

Conditions Precedent to the Initial Advance. The obligation of Banks under this Agreement is subject to the fulfillment, to the satisfaction of Banks and their counsel, of each of the following conditions on or before July 1, 2008: (a) Banks shall have received each of the following documents, duly executed, and each such document shall be in full force and effect: (i) this Agreement duly executed by Borrower; (ii) the Advance Request Form and Disbursement Letter; (iii) any Notes required or provided by Banks for execution by Borrower to document Facility A and/or Facility B; and (iv) any other instruments required or provided by Banks for execution by Borrower to document Facility A and/or Facility B. (b) Banks shall have received a certificate from an Authorized Person attesting to the corporate authorization of Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents to which Borrower is a party and authorizing specific individuals associated with and authorized by Borrower to execute the same. (c) Banks shall have received copies of Borrower’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by an Authorized Person. (d) Banks shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.8, the form and substance of which shall be satisfactory to Banks and their counsel; (e) Banks shall have received satisfactory evidence that all tax returns required to be filed by Borrower have been timely filed and all taxes upon Borrower or its properties, assets, income, and franchises (including real property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; such satisfactory evidence shall be provided in the form of written certification by Borrower’s Chief Financial Officer to the effect that the foregoing matters in this paragraph have been fully satisfied, unless Banks in their discretion shall request further evidence thereof (f) Borrower shall have paid (i) the fees payable on the Closing Date and (ii) all expenses of Banks incurred in connection with the transactions contemplated by this Agreement, including without limitation asset searches, credit reports, and the fees and expenses of its outside counsel, as of the Closing Date; (g) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Banks and their counsel; (h) Banks shall have given, in their sole discretion, final credit approval of the credit facilities set forth in this Agreement; (i) Banks shall have been satisfied, in their sole discretion, with the results of a review of Borrower’s most recent interim financial statement; (i) No adverse changes in Borrower’s most recent interim financial statement, or in Borrower’s profits, property, business prospects, or financial condition, shall have occurred since the Banks’ review of Borrower’s most recent financial statement for the period ending March 31, 2008;

Conditions Precedent to the Initial Advance. The obligation obligations of Banks each Lender under this Agreement is and the obligation of each Lender to make the Initial Advance shall be subject to the fulfillment, to the satisfaction of Banks and their counsel, of each of the following conditions precedent that on or before July 1, 2008the Closing Date: (a) Banks All terms, conditions and documentation in connection with this Agreement shall be acceptable to Lenders. (b) The making of the Commitment shall not contravene any Law applicable to Administrative Agent or any Lender. (c) Each Lender shall have received a Certificate from an Authorized Officer stating that no Material Adverse Change has occurred since the December 31, 1999 financial statements provided to Lenders. Administrative Agent shall have received financial information regarding Company and each Subsidiary of Company requested by it. (d) Each Lender shall have received an executed copy of this Agreement and its respective Note, duly completed and correct. Lenders shall have received copies of the Fee Letters signed by Company, as applicable. Each of the following documentsshall have been delivered to Administrative Agent on behalf of Lenders, duly executedin form and substance satisfactory to Administrative Agent, Special Counsel and each Lender. The Guaranty Agreement executed by each Guarantor and a Subordination Agreement executed by each payee of an Intercompany Note. (e) Company shall have delivered to Administrative Agent a Certificate, dated the Closing Date, executed by an Authorized Officer, certifying that, to such Authorized Officer's knowledge, (i) no Default or Event of Default has occurred and is continuing, (ii) the representations and warranties set forth in ARTICLE IV hereof are true and correct in all material respects, and (iii) Company and each Subsidiary of Company has complied with all agreements and conditions to be complied with by it in all material respects under the Loan Papers by such document date. (f) Company and each Guarantor shall be have each delivered to Administrative Agent on behalf of Lenders a Secretary's Certificate, dated the Closing Date, certifying (i) that attached copies of the certificates of organization certified by the Secretary of States of the appropriate states, and bylaws are true and complete, and in full force and effect: (i) this Agreement duly executed by Borrower; , without amendment except as shown, and (ii) that a copy of the Advance Request Form resolutions authorizing execution and Disbursement Letter; (iii) any Notes required or provided by Banks for execution by Borrower to document Facility A and/or Facility B; and (iv) any other instruments required or provided by Banks for execution by Borrower to document Facility A and/or Facility B. (b) Banks shall have received a certificate from an Authorized Person attesting to the corporate authorization of Borrower authorizing the execution, delivery, and performance delivery of this Agreement and the other any Loan Documents to which Borrower is a party and authorizing specific individuals associated with and authorized by Borrower to execute the same. (c) Banks shall have received copies of Borrower’s Governing DocumentsPapers, as appropriate, are true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified, or supplemented revoked, and constitute all resolutions adopted with respect to this loan transaction. Administrative Agent and Lenders may conclusively rely on the certificates delivered pursuant to this subsection until they receive notice in writing to the contrary. (g) Administrative Agent shall have received an opinion or opinions of counsel to Company and its Subsidiaries, dated the Closing Date, certified by an Authorized Person. (d) Banks shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.8, the acceptable to Lenders and otherwise in form and substance of which shall be satisfactory to Banks Lenders and their counsel; (e) Banks shall have received satisfactory evidence that all tax returns required Special Counsel, with respect to be filed by Borrower have been timely filed this loan transaction and all taxes upon Borrower or its propertiesotherwise, assetsincluding, incomewithout limitation, and franchises (including real property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; such satisfactory evidence shall be provided in the form of written certification by Borrower’s Chief Financial Officer to the effect that the foregoing matters in this paragraph have been fully satisfied, unless Banks in their discretion shall request further evidence thereof (f) Borrower shall have paid opinions (i) to the fees payable on valid and binding nature of the Closing Date and Loan Papers, (ii) all expenses to the power, authorization and corporate matters of Banks incurred each such Person taken in connection with the transactions contemplated by this Agreementthe Loan Papers, including without limitation asset searches(iii) that the execution, credit reportsdelivery and performance by Company and the Subsidiaries of Company of the respective Loan Papers does not violate any of the terms of Company's or any such Subsidiary's agreements, and the fees and expenses (iv) to such other matters as are reasonably requested by Special Counsel. (h) Administrative Agent shall have received, on behalf of its outside counselLenders, as each of the Closing Date;following, in form and substance satisfactory to Administrative Agent and Special Counsel: (gi) evidence that all other documents proceedings of Company and legal matters its Subsidiaries taken in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be reasonably satisfactory in form and substance satisfactory to Banks Lenders and their counselSpecial Counsel; and each Lender shall have received copies of all documents or other evidence which Lenders or Special Counsel may reasonably request in connection with this facility, including without limitation the resolutions of the Board of Directors of Company and each Subsidiary, and the requisite authorizations of all other Persons necessary to authorize the transactions contemplated herein, certified to be true and correct by an Authorized Officer; (hii) Banks shall have givenpayment of all fees, in their sole discretioncosts and expenses (including, final credit approval without limitation, attorneys' fees of Special Counsel due to be paid on or through the credit facilities set forth in this Agreement;Closing Date); and (iii) a Compliance Certificate computed after giving effect to the Initial Advance. (i) Banks All corporate proceedings of Company and its Subsidiaries taken in connection with the transactions contemplated hereby, and all documents incidental thereto, shall be satisfactory in form and substance to each Lender. Administrative Agent and each Lender shall have received copies of all documents or other evidence that it may reasonably request in connection with such transactions. (j) All conditions precedent to the Initial Advance (as defined in the Amended and Restated Credit Agreement) and the Initial Letter of Credit (as defined in the Amended and Restated Credit Agreement) shall have been satisfied, in their sole discretion, with the results of a review of Borrower’s most recent interim financial statement; satisfied (i) No adverse changes in Borrower’s most recent interim financial statement, or in Borrower’s profits, property, business prospects, or financial condition, shall have occurred since the Banks’ review of Borrower’s most recent financial statement for the period ending March 31, 2008;waived by each Lender).

Conditions Precedent to the Initial Advance. The obligation of Banks Initial Advance under this Agreement is subject to the fulfillment, to the satisfaction of Banks and their counsel, of each of the following conditions on or before July 1, 2008: (a) Banks shall have received each of the following documents, duly executed, and each such document shall be in full force and effectprecedent that: (i) the Agent shall have received on or before the Initial Funding Date an Advance Request relating to the Initial Advance, and those documents listed on Schedule A-1 to this Agreement duly executed by Borroweras required to be delivered on the Initial Funding Date, each in form and substance reasonably satisfactory to the Agent and the Lender; (ii) the representations and warranties set forth in Section 3.1 and in Schedule C hereto are true and correct on the Closing Date and on the Initial Funding Date (except for any representations and warranties that speak of an earlier date, which such representations and warranties shall be true and correct as of such earlier date), before and after giving effect to the making of the Initial Advance Request Form and Disbursement Letterto the application of proceeds therefrom; (iii) any Notes required no Material Adverse Effect shall have occurred and be continuing or provided by Banks for execution by Borrower to document Facility A and/or Facility B; andwould result from the making of the Initial Advance; (iv) any other instruments required or provided by Banks for execution by Borrower to document Facility A and/or Facility B. (b) Banks the Custodian shall have received a certificate from an Authorized Person attesting on or before the Initial Funding Date all of the documents required to be included in the related Loan Files and other documents required to be delivered to it on or before the Initial Funding Date pursuant to the corporate authorization of Borrower authorizing the execution, delivery, and performance terms of this Agreement and the other Loan Documents to which Borrower is a party Custodial Agreement, and authorizing specific individuals associated with and authorized by Borrower to execute the same. (c) Banks Custodian shall have received copies of Borrower’s Governing Documents, as amended, modified, or supplemented delivered to the Closing Date, certified by an Authorized Person. (d) Banks shall have received Agent on or prior to the Initial Funding Date a certificate of insurance, together with the endorsements thereto, certification as are required by Section 6.8, the form and substance of which shall be satisfactory to Banks and their counselsuch receipt; (ev) Banks the Seller shall have received satisfactory evidence that contributed Eligible Venture Loans to the Borrower on the Initial Funding Date with a Venture Loan Principal Balance of at least Thirty-Five Million Dollars ($35,000,000); (vi) all tax returns other acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be filed by Borrower done and performed and to have been timely filed and all taxes upon Borrower or its properties, assets, income, and franchises (including real property taxes and payroll taxes) have been paid happened prior to delinquencythe execution, except such taxes that are the subject delivery and performance of a Permitted Protest; such satisfactory evidence shall be provided in the form of written certification by Borrower’s Chief Financial Officer to the effect that the foregoing matters in this paragraph have been fully satisfied, unless Banks in their discretion shall request further evidence thereof (f) Borrower shall have paid (i) the fees payable on the Closing Date and (ii) all expenses of Banks incurred in connection with the transactions contemplated by this Agreement, including without limitation asset searchesthe other Transaction Documents and all documents related hereto and thereto and to constitute the same legal, credit reportsvalid and binding obligations, enforceable in accordance with their respective terms, shall have been done and the fees performed and expenses of its outside counsel, as of the Closing Dateshall have happened in compliance with all applicable laws; (gvii) all other documents no law or regulation applicable to Lender shall prohibit, and legal matters no order, judgment or decree of any federal, state or local court or Governmental Authority or any tax, licensing, accounting or regulatory body shall prohibit or enjoin, the making of the Initial Advance by the Lender in connection accordance with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Banks and their counselprovisions hereof; (hviii) Banks shall have givenno event has occurred and is continuing, in their sole discretion, final credit approval or would result from the making of the credit facilities set forth in this Agreement;Initial Advance, that would constitute an Early Amortization Event, an Event of Default or an Unmatured Event of Default; and (iix) Banks shall have been satisfied, the proposed amount of such Advance is less than or equal to the amount of the Available Commitment and is in their sole discretion, with the results a minimum amount of a review of Borrower’s most recent interim financial statement; Two Hundred Fifty Thousand Dollars (i) No adverse changes in Borrower’s most recent interim financial statement$250,000), or in Borrower’s profitsif the Available Commitment is less than Two Hundred Fifty Thousand Dollars ($250,000), property, business prospects, or financial condition, shall have occurred since the Banks’ review of Borrower’s most recent financial statement for the period ending March 31, 2008;Available Commitment.

Conditions Precedent to the Initial Advance. The Lender's obligation of Banks under this Agreement is to make the initial Advance hereunder shall be subject to the fulfillment, to condition precedent that the satisfaction of Banks and their counsel, of each of the following conditions on or before July 1, 2008: (a) Banks Lender shall have received each all of the following documentsfollowing, duly executed, and each such document shall be in full force and effect: (i) this Agreement duly executed by Borrower; (ii) the Advance Request Form and Disbursement Letter; (iii) any Notes required or provided by Banks for execution by Borrower to document Facility A and/or Facility B; and (iv) any other instruments required or provided by Banks for execution by Borrower to document Facility A and/or Facility B. (b) Banks shall have received a certificate from an Authorized Person attesting to the corporate authorization of Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents to which Borrower is a party and authorizing specific individuals associated with and authorized by Borrower to execute the same. (c) Banks shall have received copies of Borrower’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by an Authorized Person. (d) Banks shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.8, the form and substance of which shall be satisfactory to Banks and their counsel; (e) Banks shall have received satisfactory evidence that all tax returns required to be filed by Borrower have been timely filed and all taxes upon Borrower or its properties, assets, income, and franchises (including real property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; such satisfactory evidence shall be provided in the form of written certification by Borrower’s Chief Financial Officer to the effect that the foregoing matters in this paragraph have been fully satisfied, unless Banks in their discretion shall request further evidence thereof (f) Borrower shall have paid (i) the fees payable on the Closing Date and (ii) all expenses of Banks incurred in connection with the transactions contemplated by this Agreement, including without limitation asset searches, credit reports, and the fees and expenses of its outside counsel, as of the Closing Date; (g) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Banks the Lender: (a) This Agreement, properly executed by the Borrower. (b) The Note, properly executed by the Borrower. (c) A true and their counsel;correct copy of any and all leases pursuant to which the Borrower is leasing the Premises, together with a landlord's disclaimer and consent with respect to each such lease. (d) The Collateral Account Agreement, properly executed by the Borrower and Norwest Bank Colorado. (e) The Lockbox Agreement, properly executed by the Borrower and Norwest Bank Colorado. (f) The Patent Security Agreement, properly executed by the Borrower. (g) The Copyright Security Agreement, properly executed by the Borrower. (h) Banks shall have givenA Subordination Agreement, in their sole discretion, final credit approval of properly executed by Willxxx X. Xxxlds and acknowledged by the credit facilities set forth in this Agreement;Borrower. (i) Banks shall have been satisfiedA certificate of an officer of each Borrower confirming, in their sole discretionhis capacity as an officer of the Borrower, with the results representations and warranties set forth in Article V. (j) Current searches of a review of Borrower’s most recent interim financial statement; appropriate filing offices showing that (i) No adverse changes no state or federal tax liens have been filed and remain in effect against the Borrower’s most recent interim financial statement, (ii) no financing statements or assignments of patents, trademarks or copyrights have been filed and remain in effect against the Borrower except those financing statements and assignments of patents, trademarks or copyrights relating to Permitted Liens or to liens held by Persons who have agreed in writing that upon receipt of proceeds of the Advances, they will deliver UCC releases and/or terminations and releases of such assignments of patents, trademarks or copyrights satisfactory to the Lender, and (iii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing. (k) A certificate of the Borrower’s profits's Secretary or Assistant Secretary certifying as to (i) the resolutions of the Borrower's directors and, propertyif required, shareholders, authorizing the execution, delivery and performance of the Loan Documents, (ii) the Borrower's certificate of incorporation and bylaws, and (iii) the signatures of the Borrower's officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower's behalf. (l) A current certificate issued by the Secretary of State of Delaware, certifying that the Borrower is in compliance with all applicable organizational requirements of the State of Delaware. (m) Evidence that the Borrower is duly licensed or qualified to transact business prospects, in Colorado and all other jurisdictions where the character of the property owned or financial condition, shall have occurred since leased or the Banks’ review nature of Borrower’s most recent the business transacted by it makes such licensing or qualification necessary. (n) Audited financial statement for the period Borrower's fiscal year ending March 31, 2008;1999. (o) A separate support agreement in favor of the Lender, properly executed by each of Gary Xxxxxxx xxx Doug Xxxxxxxx, xxch in his personal capacity. (p) An opinion of counsel to the Borrower, addressed to the Lender. (q) Certificates of the insurance required hereunder, with all hazard insurance containing a lender's loss payable endorsement in the Lender's favor and with all liability insurance naming the Lender as an additional insured. (r) Payment of the fees and commissions due through the date of the initial Advance under Section 2.3 and expenses incurred by the Lender through such date and required to be paid by the Borrower under Section 9.6, including all legal expenses incurred through the date of this Agreement. (s) Evidence that the Borrower will have at least $200,000 in Availability following the initial Advance, which shall be in excess of the amount sufficient to pay all of the Borrower's trade payables that are more than 60 days past due. (t) Such other documents as the Lender in its reasonable discretion may require.

Conditions Precedent to the Initial Advance. The obligation of Banks under this Agreement the Bank to make its initial Advance, whether pursuant to the Revolving Note, is subject to the fulfillment, to condition precedent that the satisfaction of Banks and their counsel, of each of the following conditions Bank shall have received on or before July 1, 2008: (a) Banks shall have received each the day of such Advance all of the following documentsfollowing, duly executedeach dated (unless otherwise indicated) such day, and each such document shall be in full force and effect: (i) this Agreement duly executed by Borrower; (ii) the Advance Request Form and Disbursement Letter; (iii) any Notes required or provided by Banks for execution by Borrower to document Facility A and/or Facility B; and (iv) any other instruments required or provided by Banks for execution by Borrower to document Facility A and/or Facility B. (b) Banks shall have received a certificate from an Authorized Person attesting to the corporate authorization of Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents to which Borrower is a party and authorizing specific individuals associated with and authorized by Borrower to execute the same. (c) Banks shall have received copies of Borrower’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by an Authorized Person. (d) Banks shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.8, the form and substance of which shall be satisfactory to Banks and their counsel; (e) Banks shall have received satisfactory evidence that all tax returns required to be filed by Borrower have been timely filed and all taxes upon Borrower or its properties, assets, income, and franchises (including real property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; such satisfactory evidence shall be provided in the form of written certification by Borrower’s Chief Financial Officer to the effect that the foregoing matters in this paragraph have been fully satisfied, unless Banks in their discretion shall request further evidence thereof (f) Borrower shall have paid (i) the fees payable on the Closing Date and (ii) all expenses of Banks incurred in connection with the transactions contemplated by this Agreement, including without limitation asset searches, credit reports, and the fees and expenses of its outside counsel, as of the Closing Date; (g) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Banks and their counsel;the Bank: (ha) Banks shall have givenThe Revolving Note, properly executed on behalf of the Borrower. (b) The original resolutions of the Board of Directors of the Borrower evidencing approval of this Agreement and the Note and other matters contemplated hereby. (c) Copies of the Articles of Incorporation and Bylaws of the Borrower, certified by the Secretary or Assistant Secretary of the Borrower as being true and correct copies thereof. (d) A signed copy of an opinion of counsel for the Borrower, addressed to the Bank and its counsel, in their sole discretion, final credit approval a form acceptable to the Bank. (e) A signed copy of a certificate of the credit facilities set forth in Secretary or an Assistant Secretary of the Borrower which shall certify the names of the officers of the Borrower authorized to sign this Agreement;, the Note and the Security Agreement and the other documents or certificates to be delivered pursuant to this Agreement by the Borrower or any of its officers, together with the true signatures of such officers. The Bank may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or Assistant Secretary of the Borrower canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (if) Banks In addition to the foregoing, the obligation of the Bank to make its initial Advance pursuant to the Note shall have been satisfied, in their sole discretion, with be conditioned upon the results of a review of Borrower’s most recent interim financial statement; (i) No adverse changes in Borrower’s most recent interim financial statement, Bank receiving such other documents as the Bank or in Borrower’s profits, property, business prospects, or financial condition, shall have occurred since its legal counsel may reasonably deem necessary to document the Banks’ review of Borrower’s most recent financial statement for the period ending March 31, 2008;Loans.

Conditions Precedent to the Initial Advance. The Lender's obligation of Banks under this Agreement is to make the initial Advance hereunder shall be subject to the fulfillment, to condition precedent that the satisfaction of Banks and their counsel, of each of the following conditions on or before July 1, 2008: (a) Banks Lender shall have received each all of the following documentsfollowing, duly executed, and each such document shall be in full force and effect: (i) this Agreement duly executed by Borrower; (ii) the Advance Request Form and Disbursement Letter; (iii) any Notes required or provided by Banks for execution by Borrower to document Facility A and/or Facility B; and (iv) any other instruments required or provided by Banks for execution by Borrower to document Facility A and/or Facility B. (b) Banks shall have received a certificate from an Authorized Person attesting to the corporate authorization of Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents to which Borrower is a party and authorizing specific individuals associated with and authorized by Borrower to execute the same. (c) Banks shall have received copies of Borrower’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by an Authorized Person. (d) Banks shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.8, the form and substance of which shall be satisfactory to Banks and their counsel; (e) Banks shall have received satisfactory evidence that all tax returns required to be filed by Borrower have been timely filed and all taxes upon Borrower or its properties, assets, income, and franchises (including real property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; such satisfactory evidence shall be provided in the form of written certification by Borrower’s Chief Financial Officer to the effect that the foregoing matters in this paragraph have been fully satisfied, unless Banks in their discretion shall request further evidence thereof (f) Borrower shall have paid (i) the fees payable on the Closing Date and (ii) all expenses of Banks incurred in connection with the transactions contemplated by this Agreement, including without limitation asset searches, credit reports, and the fees and expenses of its outside counsel, as of the Closing Date; (g) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Banks the Lender: (a) This Agreement, properly executed by the Borrower. (b) The Note, properly executed by the Borrower. (c) The SBA/Ex-Im Bank Joint Application, properly completed and their counsel;executed by the Borrower. (d) The Borrower Agreement, properly executed by the Borrower. (e) A properly completed and executed Borrowing Base Certificate as of a date not more than five (5) Business Days before the date of this Agreement. (f) A certificate of the Borrower's secretary or assistant secretary certifying as to (i) the resolutions of the Borrower's directors and if required, shareholders, authorizing the execution, delivery and performance of this Agreement, the Note, the Borrower Agreement and the Loan Authorization Agreement, (ii) the Borrower's articles of incorporation and bylaws, and (iii) the signatures of the Borrower's officers or agents authorized to execute and deliver this Agreement, the Note, the Borrower Agreement and the Loan Authorization Agreement and other instruments, agreements and certificates, including Advance requests, on the Borrower's behalf. (g) An Exceptions Approval Letter, properly signed by Ex-Im Bank. (h) Banks shall have given, in their sole discretion, final credit approval Payment of the credit facilities set forth in this Agreement;fees and commissions due through the date of the initial Advance and expenses incurred by the Lender through such date and required to be paid by the Borrower under Sections 2.6 and 8.4, including all legal expenses incurred through the Closing Date. (i) Banks shall have been satisfied, Such other documents as the Lender in their its sole discretion, with the results of a review of Borrower’s most recent interim financial statement; (i) No adverse changes in Borrower’s most recent interim financial statement, or in Borrower’s profits, property, business prospects, or financial condition, shall have occurred since the Banks’ review of Borrower’s most recent financial statement for the period ending March 31, 2008;discretion may require.