Common use of Initial Advance Clause in Contracts

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On At or prior to the Closing Datemaking of the initial extension of credit hereunder, Borrower the following conditions precedent shall have delivered to Lender the followingbeen satisfied: (a) the Lender shall have received the following (each to be properly executed originals of and completed) and the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender same shall have been approved as to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) a certified copy of resolutions of the Board of Directors or Trustees (or other governing body) of such Borrower together with certificates of formation (or the equivalent), if applicable, certified to Lenderby the Delaware Secretary of State together with certified copies of such Borrower’s Organizational Documents; (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s and the Advisor’s Authorized Representatives; and (v) an Internal Revenue Service Form W-9 duly executed by such Borrower; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; Lender shall have received a good standing certificate for such Borrower and (iidated as of the date no earlier than 30 days prior to the date of this Agreement) from the Warrant and transactions evidenced thereby;offices of the Delaware Secretary of State; and (c) certified copies of the Certificate of Incorporation Lender shall be satisfied that the Loans and the Bylawsuse of proceeds thereof comply in all respect with Regulation U, as amended through and if required by Regulation U, the Closing Date, Lender shall have received a copy of FR Form U-1 duly executed and delivered by each Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Lender’s and Lender’s current reasonable and documented out of pocket expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the Lenders the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender the Lenders to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender the Lenders with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthe Lenders; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant Warrants and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Lender’s the current expenses Lender Expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender the Lenders may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of the Loan Documents, which shall be an original), Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s board of directors the Managers evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation Formation and the BylawsLimited Liability Company Agreement of Borrower, each as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation formation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (e) payment of the Due Diligence Fee, the Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; copies of each insurance policy required hereunder; and such other documents as Agent may reasonably request. (f) copies of each insurance policy required hereunder; and (fg) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s 's counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s 's [board of directors directors] evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the [Certificate of Incorporation and the Bylaws], as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation [incorporation] and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Lender’s 's current expenses Lender Expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) a legal opinion of Borrower’s counsel, in form and substance reasonably acceptable to Agent; (c) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (de) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (ef) payment of the Initial Facility Charge and reimbursement of Agent’s and Lender’s current reasonable and documented out-of-pocket expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) all certificates of insurance required hereunder; (h) payment of the Due Diligence Fee; and (fi) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of the Loan Documents, which shall be an original, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s board of directors the Managers evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation Formation and the BylawsLimited Liability Company Agreement of Borrower, each as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation formation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (e) payment of the Due Diligence Fee, the Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (f) copies of each insurance policy required hereunder; and (fg) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Agent’s and Lender’s reasonable and documented current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of from Borrower’s counsel, counsel and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and Charge, the Commitment Fee (which has already been paid) and, subject to Section 11.11, reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board Board of directors Directors evidencing approval of (i) the Term Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate Articles of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other United States jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan Loans and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) an opinion of Borrower’s outside counsel; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this AgreementSection 11.11, which amounts may be deducted from the initial Advance; and (fg) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Commitment Fee (which was already paid prior to the Closing Date), the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all CollateralCollateral located in the United States of America, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of BorrowerParent’s and each Subsidiary Guarantor’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of BorrowerParent and each Subsidiary Guarantor and; (d) a certificate of good standing for Borrower Parent and each Subsidiary Guarantor from its state their respective states of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (e) payment of the Due Diligence Fee (if not paid prior to the Closing Date), the Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (f) all certificates of insurance; and (fg) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial AdvanceAdvance (Agent and Lender acknowledge that, prior to the date hereof, they have received the Commitment Fee to be applied in its entirety toward the payment of any non-legal transaction costs and non-legal due diligence expenses incurred by Agent and Lender through the Closing Date); and (f) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s 's counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s 's board of directors evidencing approval of (i) the Loan Loans and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge Fee and reimbursement of Lender’s 's current expenses reimbursable pursuant to this AgreementSection 11.11, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (f) evidence of the occurrence of the Required Financing; and (fg) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: : (a) executed originals copies of the Loan DocumentsDocuments (other than the Warrant, which shall be an original), Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all CollateralCollateral to the extent such security interests may be perfected by (i) the filing of a Uniform Commercial Code Financing Statement, (ii) delivery of certificated securities to the Agent, or (iii) control pursuant to Account Control Agreements, in all cases in form and substance reasonably acceptable to Lender; Agent; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; ; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; ; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) a legal opinion of Borrower’s counsel in form and substance reasonably acceptable to Agent, (c) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (de) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (ef) payment of the Due Diligence Fee, Tranche 1 Facility Charge and reimbursement of LenderAgent’s and the Lenders’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) all certificates of insurance and copies of each insurance policy required hereunder; and (fh) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals of the Loan Documents, Account Control Agreements, the Securities Purchase Agreement, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s board of directors the Board evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) duly executed original signature to a payoff letter from Lighthouse Capital Partners, together with evidence (i) the Liens securing Indebtedness owed by Borrower to Lighthouse Capital Partners will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Advance, will be terminated or released; (f) payment of the Commitment Charge, the Facility Charge Charge, and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (fg) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) duly executed originals copies of the Loan Documents, (except to the extent permitted to be delivered post-closing in accordance with Section 4.4) Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral., in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified a legal opinion of Borrower’s counsel in form and substance reasonably acceptable to Agent; (c) a copy of resolutions of Borrower’s board of directors Board evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby, certified by an officer of Borrower; (cd) certified copies of the Certificate Charter of Incorporation Borrower, certified by the Secretary of State of the applicable jurisdiction of organization and the Bylawsother Organizational Documents, as amended through the Closing Date, of Borrower certified by an officer of Borrower; (de) a certificate certificates of good standing for Borrower from its state the applicable jurisdiction of incorporation organization and similar certificates from all other jurisdictions jurisdiction in which it Borrower does business and where the failure to be qualified would could have a Material Adverse Effect; (ef) payment of the Due Diligence Fee, Initial Facility Charge and reimbursement of LenderAgent’s and Lenders’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) all certificates of insurance, endorsements, and copies of each insurance policy required pursuant to Section 6.2; and (fh) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower each Credit Party shall have delivered to Lender the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Revolving Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effectincorporation; (e) payment of the Facility Charge and reimbursement of Lender’s reasonable and documents current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (f) completed collateral audit by Lender prior to the initial extension of the Revolving Loan Advances; and (fg) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of this Agreement, the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan Loans and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge Fee and reimbursement of Lender’s current expenses reimbursable pursuant to this AgreementSection 11.11, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of the Loan DocumentsDocuments (excluding the Pledge Agreement), Account Control Agreements, a legal opinion of BorrowerInc’s counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender, it being acknowledged by Lender that no opinion of Russian counsel and no legal documents governed by Russian law are required to be delivered; (b) certified copy of resolutions of BorrowerInc’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; and certified copies of the resolutions of LLC’s board of director (or equivalent) evidencing approval of the Loan and other transactions evidenced by the Loan Documents; (c) certified copies of the Certificate of Incorporation and the BylawsBylaws (or equivalent for LLC), as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower Inc from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) completed collateral audit by Lender prior to the initial extension of the Revolving Loan Advances; (g) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of the Loan DocumentsDocuments (other than the Warrant, which shall be an original), Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Due Diligence Fee (to the extent not already paid), the Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) a legal opinion of Xxxxxxxx’s counsel in form and substance reasonably acceptable to Agent, (c) certified copy of resolutions of BorrowerXxxxxxxx’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (de) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (ef) payment of the Due Diligence Fee, Tranche 1Closing Date Facility Charge and reimbursement of LenderAgent’s and the Lenders’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) all certificates of insurance and copies of each insurance policy required hereunder; and (fh) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;and (b) certified copy of resolutions of Borrower’s board of directors the Board evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Due Diligence Fee, the Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (f) an executed copy of a legal opinion of Borrower’s counsel dated as of the Closing Date; and (fg) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s board of directors Board evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) duly executed original signature to a payoff letter from Oxford Finance, LLC, together with evidence (i) the Liens securing Indebtedness owed by Borrower to Oxford Finance, LLC will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Advance, will be terminated or released; (f) payment of the Commitment Charge, the Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (fg) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of BorrowerMerrimack’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of BorrowerMerrimack; (d) a certificate of good standing for Borrower Merrimack from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, to the extent Lender’s non-legal transaction costs and due diligence expenses are not paid with the Commitment Fee, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower the Borrowers shall have delivered to the Lender the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s the Borrowers’ counsel, and all other documents and instruments reasonably required by the Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of the Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to the Lender; (b) certified copy of resolutions of each Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of each Borrower; (d) a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it such Borrower does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of the Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as the Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors or equivalent governing body evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, or equivalent documents, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its Borrower’s state of incorporation or formation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Term Loan Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender Agent may reasonably request; and shall have facilitated Lender’s purchase on or prior to the Closing Date of Three Hundred Thousand (300,000) shares of Borrower’s Series C Preferred Stock at a purchase price equal to $5.00 per share.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of the Loan DocumentsDocuments (other than the Tranche 1 Warrant, which shall be an original), Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Agent’s and Lender’s current reasonable and documented expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (f) all certificates of insurance with respect to insurance required hereunder; and (fg) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance, it being agreed that the Commitment Fee shall be applied against the Facility Charge and Lender’s other expenses reimbursable at Closing; (f) pay-off letters and UCC-3 termination statements relating to Indebtedness to Xxxxx Fargo Bank, N.A.; and (fg) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counselAgreement from Silicon Valley Bank, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) a legal opinion of Xxxxxxxx’s counsel in form and substance reasonably acceptable to Agent, (c) certified copy of resolutions of Borrower’s board each of directors the Loan Parties’ Board evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) with respect to the Borrower, the Warrant and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation or Certificate of Formation, as applicable, and the BylawsBylaws or the operating agreement, as applicable, as amended through the Closing Date, of Borrowereach Loan Party; (de) a certificate of good standing for Borrower each of the Loan Parties’ from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (ef) payment of the Due Diligence Fee, Initial Facility Charge and reimbursement of LenderAgent’s and the Lenders’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) reserved; and (fh) such other documents as Lender Agent may reasonably request.

Initial Advance. On At or prior to the Closing Datemaking of the initial extension of credit hereunder, Borrower the following conditions precedent shall have delivered to Lender the followingbeen satisfied: (a) the Lender shall have received the following (each to be properly executed originals of and completed) and the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender same shall have been approved as to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable by the Lender: (i) this Agreement signed by the Borrower; (ii) the Note signed by the Borrower; (iii) a certified copy of resolutions of the Board of Directors or Trustees (or other governing body) of the Borrower together with certificates of formation (or the equivalent), if applicable, certified to Lenderby the Delaware Secretary of State together with certified copies of the Borrower’s Organizational Documents; (iv) an incumbency certificate containing the name, title and genuine signatures of the Borrower’s and the Advisor’s Authorized Representatives; and (v) an Internal Revenue Service Form W-9 duly executed by the Borrower; (b) certified copy the Lender shall have received a good standing certificate for the Borrower (dated as of resolutions the date no earlier than thirty (30) days prior to the date of Borrower’s board this Agreement) from the office of directors evidencing approval the Delaware Secretary of (i) the Loan and other transactions evidenced by the Loan DocumentsState; and (ii) the Warrant and transactions evidenced thereby;and (c) certified copies of the Certificate of Incorporation Lender shall be satisfied that the Loans and the Bylawsuse of proceeds thereof comply in all respect with Regulation U, as amended through and if required by Regulation U, the Closing Date, Lender shall have received a copy of FR Form U-1 duly executed and delivered by the Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other United States jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of the Loan Documents, Account Control Agreements, a legal opinion of BorrowerXxxxxxxx’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of BorrowerXxxxxxxx’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (e) payment of the Closing Date Facility Charge, the End of Term Charge I and reimbursement of LenderAgent’s current and the Lenders’ reasonable and documented expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (f) all certificates of insurance and to the extent requested by Agent, copies of each insurance policy required hereunder; and (fg) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Lender’s current expenses Lender Expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of the Loan Documents, Account Control AgreementsGuaranties, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this AgreementSection 11.11, which amounts may be deducted from the initial Advance; (f) evidence of the occurrence of the Equity Event; and (fg) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the Lenders the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender the Lenders to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender the Lenders with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthe Lenders; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant Warrants and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Lender’s the Lenders’ current expenses reimbursable pursuant to this AgreementSection 11.11, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender the Lenders may reasonably request; provided, that such documents do not impose additional requirements or conditions on Borrower or its rights or obligations hereunder.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, Documents and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) a legal opinion of Borrower’s counsel in form and substance reasonably acceptable to Agent, (c) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (de) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (ef) payment of the Due Diligence Fee (to the extent not already paid), Initial Facility Charge and reimbursement of LenderAgent’s and the Lenders’ current expenses reimbursable pursuant to this AgreementAgreement and which have been invoiced to Borrower prior to the date hereof, which amounts may be deducted from the initial Advance; (g) all copies of each insurance policy required hereunder; and (fh) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, Agreements and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant Equity Documents and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) originals of the Equity Documents executed by the parties thereto; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts amounts, if not previously paid, may be deducted from the initial Advance; and (fg) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, Agreements and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s and Guarantor's board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, if applicable, as amended through the Closing Date, of BorrowerBorrower and Guarantor; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (f) evidence of satisfaction of the Initial Advance Funding Condition; (g) copies of any licenses to use Intellectual Property between or among any of the Loan Parties in existence on the Closing Date; and (fh) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s United States counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of BorrowerParent’s and each Subsidiary Guarantor’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation constitutional document and the Bylawsbylaws (or applicable local equivalent), as amended through the Closing Date, of BorrowerParent and each Subsidiary Guarantor; (d) a certificate of good standing (or insolvency search) for Borrower Parent and each Subsidiary Guarantor from its state respective jurisdiction of incorporation organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect;; and (e) payment of the Facility Charge and reimbursement of Agent’s and Lender’s current legal expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of this Agreement, the Loan Documents, Account Control AgreementsAgreement(s), a legal opinion of Borrower’s counsel, Joinder Agreements, Guaranties, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan Loans and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge Fee and reimbursement of Lender’s current expenses reimbursable pursuant to this AgreementSection 11.11, which amounts may at Borrower’s election be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all any other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s board of directors Board evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) duly executed original signature to a payoff letter from Ares Capital Corporation, together with evidence that (i) the Liens securing Indebtedness owed by Borrower to Ares Capital Corporation will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Advance, be terminated or released; (f) payment of the Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (fg) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, Account Control Agreements, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state the Secretary of incorporation State of the State of Delaware and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge Charge, payment of the Commitment Fee (which has been paid by Borrower to Lender on or before the date hereof) and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s board of directors Board evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following, in all cases in form and substance reasonably acceptable to Lender: (a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of BorrowerXxxxxxxx’s counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of BorrowerXxxxxxxx’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of LenderXxxxxx’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (e) payment of the Facility Charge due under clause (a) of the definition thereof and reimbursement of Agent’s and Lender’s current reasonable and documented expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (f) all certificates of insurance with respect to insurance required hereunder; and (fg) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of the Loan Documents, Account Control Agreements, the Warrant, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counselcounsel (both in-house and outside), and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s audit and finance committee of the board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Due Diligence Fee (which was paid prior to the Closing Date), Facility Charge (to the extent owed hereunder) and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial AdvanceAdvance provided that Agent and Lender have provided to Borrower an invoice of such expenses and such expenses do not on the Closing Date exceed an aggregate of $165,000; and (f) such other documents as Lender Agent may reasonably requestrequest prior to the Closing Date.