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

Conditions Precedent to the Initial Advances. The Lender's obligation to make the initial Advances hereunder shall be subject to the condition precedent that the Lender shall have received all of the following, each in form and substance satisfactory to the Lender: (a) This Agreement, properly executed by the Borrowers. (b) The MDI Note, properly executed by MDI and the CAD Note, properly executed by CAD. (c) A true and correct copy of any and all leases pursuant to which either Borrower is leasing its Premises, together with a landlord's disclaimer and consent with respect to each such lease. (d) A true and correct copy of any and all agreements pursuant to which either Borrower's property is in the possession of any Person other than such Borrower, together with, in the case of any goods held by such Person for resale, (i) a consignee's acknowledgment and waiver of liens, (ii) UCC financing statements sufficient to protect such Borrower's and the Lender's interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to such Borrower's other than such Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from such Borrower and the Lender sufficient to protect such Borrower's and the Lender's interests in such Borrower's goods from any claim by such secured party. (e) An acknowledgment and agreement from each licensor in favor of the Lender, together with a true, correct and complete copy of all license agreements.

Conditions Precedent to the Initial Advances. The Lender's ’s obligation to make the initial Advances hereunder shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender: (a) This Agreement, properly executed by the Borrowers. (b) The MDI Note, properly executed by MDI Revolving Note and the CAD Term Note, properly executed by CAD. (c) The Ex-Im Documents. (d) A true and correct copy of any and all leases pursuant to which either the Borrower is leasing its the Premises, together with a landlord's ’s disclaimer and consent with respect to each such lease. (de) A true and correct copy of any and all mortgages pursuant to which the Borrower has mortgaged the Premises, together with a mortgagee’s disclaimer and consent with respect to each such mortgage. (f) A true and correct copy of any and all agreements pursuant to which either the Borrower's ’s property is in the possession of any Person other than such the Borrower, together with, in the case of any goods held by such Person for resale, (i) a consignee's ’s acknowledgment and waiver of liensLiens, (ii) UCC financing statements sufficient to protect such the Borrower's ’s and the Lender's ’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to such the Borrower's ’s other than such the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from such the Borrower and the Lender sufficient to protect such the Borrower's ’s and the Lender's ’s interests in such the Borrower's ’s goods from any claim by such secured party. (eg) An acknowledgment and waiver of Liens from each warehouse in which the Borrower is storing Inventory. (h) An acknowledgment and agreement from each SAP as licensor and any other licensor in favor of the Lender, together with a true, correct and complete copy of all any such license agreements, except the expired Syteline License. (i) The Wholesale Lockbox and Collection Account Agreement. (j) Control agreements with each bank at which the Borrower maintains deposit accounts. (k) The Patent and Trademark Security Agreement. (l) The Mortgagee’s Disclaimer and Consent. (m) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Borrower except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) 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. (n) A certificate of the Borrower’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Borrower’s Directors and, if required, Owners, authorizing the execution, delivery and performance of the Loan Documents, (ii) true, correct and complete copies of the Borrower’s Constituent Documents, and (iii) examples of 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. (o) A current certificate issued by the Secretary of State of Minnesota certifying that the Borrower is in compliance with all applicable organizational requirements of the State of Minnesota. (p) Evidence that the Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (q) A certificate of an Officer of the Borrower confirming, in his personal capacity, the representations and warranties set forth in Article V. (r) 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. (s) Payment of all fees due under the terms of this Agreement through the date of the initial Advance, the Term Advance, and payment of all expenses incurred by the Lender through such date and that are required to be paid by the Borrower under this Agreement. (t) Evidence that after making the initial Revolving Advance, satisfying all obligations owed to the Borrower’s prior lender, satisfying all trade payables older than 60 days from invoice date, book overdrafts and closing costs, Availability shall be not less than $1,750,000. (u) A Customer Identification Information form and such other forms and verification as the Lender may need to comply with the U.S.A. Patriot Act. (v) The Guaranty of Txxxxx X. Xxxxx. (w) The Lxxxx Pledge Agreement. (x) The Control Agreement. (y) With respect to the real estate that is encumbered by the mortgage of the Lender (i) a flood hazard determination form, confirming whether or not the parcel is in a flood hazard area and whether or not flood insurance must be obtained, and, if the real estate is located in a flood hazard area, (ii) a policy of flood insurance. (z) The Securities Account shall have been established. (aa) Such other documents as the Lender in its sole discretion may require. (bb) All conditions set forth in Section 4 of the Ex-Im Agreement shall have been effectively completed (unless such conditions have been waived by the Lender).

Conditions Precedent to the Initial Advances. The Lender's obligation to make the initial Advances hereunder shall be subject to the condition precedent that the Lender shall have received all of the following, each in form and substance satisfactory to the Lender: (a) This Agreement, properly executed by the Borrowerseach Borrower. (b) The MDI NoteNotes, properly executed by MDI and the CAD Note, properly executed by CADappropriate Borrowers. (c) A true and correct copy of any and all leases pursuant to which either any Borrower is leasing its the Premises, together with a landlord's disclaimer and consent with respect to each such lease. (d) A true The separate Lockbox and correct copy Collection Account Agreements, properly executed by each Borrower and Xxxxx Fargo Bank, N.A. (e) Control agreements, properly executed by each Borrower and each bank at which each Borrower maintains deposit accounts (the "Deposit Account Control Agreements"). (f) An assignment of any and all agreements pursuant to which either the Borrower's property is in the possession foreign receivables insurance policy. (g) The Intercreditor Agreements, properly executed by Infineon Technologies AG and by Xxxxxxxx Capital Corp. and Halifax Fund, L.P. (h) Current searches of any Person other than such Borrower, together with, in the case of any goods held by such Person for resale, appropriate filing offices showing that (i) no Liens have been filed and remain in effect against any Borrower except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a consigneemanner satisfactory to the Lender, and (ii) 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. (i) A certificate of each Borrower's acknowledgment Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of such Borrower's Directors and, if required, Owners, authorizing the execution, delivery and waiver performance of liensthe Loan Documents, (ii) UCC financing statements sufficient to protect true, correct and complete copies of such Borrower's and the Lender's interests in such goodsConstituent Documents, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to examples of the signatures of such Borrower's Officers or agents authorized to execute and deliver the Loan Documents and other than such Borrowerinstruments, or if there exists any such secured partyagreements and certificates, evidence that each such secured party has received notice from such Borrower and the Lender sufficient to protect including Advance requests, on such Borrower's and behalf. (j) Current certificates issued by the Lender's interests Secretary of State of Delaware or Colorado, as appropriate, certifying that each Borrower is in good standing in such Borrower's goods from any claim by such secured partyrespective state of incorporation. (ek) Evidence that each Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (l) A certificate of an Officer of each Borrower confirming, in his or her official capacity, the representations and warranties set forth in Article V. (m) An acknowledgment and agreement from opinion of counsel to each licensor in favor Borrower, addressed to the Lender. (n) 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. (o) A separate guaranty, together with a trueproperly executed by each Guarantor, correct pursuant to which each Guarantor unconditionally guarantees the full and complete copy prompt payment of all license agreementsObligations. (p) Payment of the fees and commissions due under Section 2.5 through the date of the initial Advance and expenses incurred by the Lender through such date and required to be paid by the Borrowers under Section 8.5, including all legal expenses incurred through the date of this Agreement. (q) Evidence that after making the initial Revolving Advance, satisfying all trade payables older than 60 days from invoice date, book overdrafts and closing costs, Availability shall be not less than $2,000,000. (r) Such other documents as the Lender in its reasonable discretion may require.

Conditions Precedent to the Initial Advances. The Lender's obligation to make the initial Advances hereunder shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender: (a) This Agreement, properly executed by the Borrowers. (b) The MDI Note, properly executed by MDI Revolving Note and the CAD Term Note, properly executed by CAD. (c) A true and correct copy of any and all leases mortgages pursuant to which either Borrower is leasing its the Borrowers have mortgaged the Premises, together with a landlordmortgagee's disclaimer and consent with respect to each such leasemortgage. (d) A true and correct copy of any and all agreements pursuant to which either Borrower's the Borrowers' property is in the possession of any Person other than such Borrowerthe Borrowers, together with, in the case of any goods held by such Person for resale, (i) a consignee's acknowledgment and waiver of liensLiens, (ii) UCC financing statements sufficient to protect such Borrower's the Borrowers' and the Lender's interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to such Borrower's the Borrowers' other than such Borrowerthe Borrowers, or if there exists any such secured party, evidence that each such secured party has received notice from such Borrower the Borrowers and the Lender sufficient to protect such Borrower's the Borrowers' and the Lender's interests in such Borrower's the Borrowers' goods from any claim by such secured party. (e) An acknowledgment and agreement waiver of Liens from each licensor warehouse in favor which the Borrowers are storing Inventory. (f) A true and correct copy of any and all agreements pursuant to which the Borrowers' property is in the possession of any Person other than the Borrowers, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of the Borrowers' goods from time to time, (ii) UCC financing statements sufficient to protect the Borrowers' and the Lender's interests in such goods, together and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person's property other than the Borrowers, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrowers and the Lender sufficient to protect the Borrowers' and the Lender's interests in the Borrowers' goods from any claim by such secured party. (g) The Wholesale Lockbox and Collection Account Agreement. (h) Control agreements with a true, correct each bank at which the Borrowers maintain deposit accounts. (i) A Patent and complete copy of all license agreementsTrademark Security Agreement.

Conditions Precedent to the Initial Advances. The Lender's ’s obligation to make the initial Advances hereunder shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender: (a) This Agreement, properly executed by the Borrowers. (b) The MDI Revolving Note, properly executed by MDI and the CAD Note, properly executed by CAD. (c) Copies of all documents relating to Ultimate Debtor Accounts that Lender may request. (d) A true and correct copy of any and all leases pursuant to which either the Borrower is leasing its the Premises, together with a landlord's ’s disclaimer and consent with respect to each such lease. (de) A true and correct copy of any and all mortgages pursuant to which the Borrower has mortgaged the Premises, together with a mortgagee’s disclaimer and consent with respect to each such mortgage. (f) A true and correct copy of any and all agreements pursuant to which either the Borrower's ’s property is in the possession of any Person other than such the Borrower, together with, in the case of any goods held by such Person for resale, (i) a consignee's ’s acknowledgment and waiver of liensLiens, (ii) UCC financing statements sufficient to protect such the Borrower's ’s and the Lender's ’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person (other than relating to Permitted Liens) and covering property similar to such the Borrower's ’s other than such the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from such the Borrower and the Lender sufficient to protect such the Borrower's ’s and the Lender's ’s interests in such the Borrower's ’s goods from any claim by such secured party. (e) An acknowledgment and agreement from each licensor in favor of the Lender, together with a true, correct and complete copy of all license agreements.