Common use of Conditions Precedent to Initial Advance Clause in Contracts

Conditions Precedent to Initial Advance. Bank's obligation to make the initial Advance is subject to the condition precedent that Borrower shall consent to or shall have delivered, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which it is a party; (b) duly executed original signatures to the Control Agreements; (c) its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of California as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released; and evidence that that certain Judgment Entered by Stipulation in favor of Comdisco, Inc. and filed in the San ▇▇▇▇ Obispo County Superior Court (Case No. CV 000372) has been satisfied and released; (f) the Perfection Certificate(s) executed by Borrower; (g) the insurance policies and/or endorsements required pursuant to Section 6.5 hereof; and (h) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank's The obligation of Bank to make the initial Advance is subject to the condition precedent that Borrower shall consent to or Bank shall have deliveredreceived, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationthe following: (a) duly executed original signatures to the Loan Documents to which it is a partythis Agreement; (b) duly executed original signatures to the Control AgreementsPromissory Note; (c) its the Taiwan Promissory Note and Taiwan Promissory Note Authorization; (d) an officer’s certificate of each Borrower; (e) the Operating Documents of each Borrower and its Subsidiaries and a good standing certificate of Borrower certified by the Secretary of State of the State of California as of a date no earlier than thirty (30) days prior to the Effective DateTLC; (df) duly executed original signatures to payment of the completed Borrowing Resolutions for Borrowerfees and Bank Expenses then due specified in Section 2.4; (eg) evidence satisfactory to Bank that the insurance policies required by Section 6.5 hereof are in full force and effect; (h) certified copies, dated as of a recent date, of financing statement searches, as Bank shall may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released; and evidence that that certain Judgment Entered by Stipulation in favor of Comdisco, Inc. and filed in the San ▇▇▇▇ Obispo County Superior Court (Case No. CV 000372) has been satisfied and released; (fi) current financial statements of Parent and such other updated financial information as Bank may reasonably request; (j) current Compliance Certificate in accordance with Section 6.2; (k) the Perfection Certificate(s) Certificate of Borrowers together with the duly executed by Borroweroriginal signatures thereto; (gl) a legal opinion of Borrowers’ counsel dated as of the insurance policies and/or endorsements required pursuant to Section 6.5 hereofClosing Date together with the duly executed original signature thereto; and (hm) payment such other documents or certificates, and completion of the fees and such other matters, as Bank Expenses then due as specified in Section 2.4 hereofmay reasonably deem necessary or appropriate.

Conditions Precedent to Initial Advance. Bank's ’s obligation to make the initial Advance is subject to the condition precedent that Borrower shall consent to or shall have delivered, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which it is a party; (b) duly executed original signatures to the Control Agreements; (c) its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of California Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (dc) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (ed) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released; and evidence that that certain Judgment Entered by Stipulation in favor of Comdisco, Inc. and filed in the San ▇▇▇▇ Obispo County Superior Court (Case No. CV 000372) has been satisfied and released; (fe) the Perfection Certificate(s) Certificate executed by Borrower; (gf) the insurance policies and/or endorsements required pursuant to Section 6.5 hereof; and (hg) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank's ’s obligation to make the initial Advance is subject to the condition precedent that Borrower shall consent to or Bank shall have deliveredreceived, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which it is a partyDocuments; (b) duly executed original signatures to the Control Agreements; (c) its Operating Documents and a long-form good standing certificate certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of the State Borrower’s and such Subsidiaries’ jurisdiction of California organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (dc) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (ed) certified copies, dated as of a recent date, of financing statement searches, as Bank shall may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released; and evidence that that certain Judgment Entered by Stipulation in favor ; (e) the Perfection Certificate of ComdiscoBorrower, Inc. and filed in together with the San ▇▇▇▇ Obispo County Superior Court (Case No. CV 000372) has been satisfied and releasedduly executed signature thereto; (f) the Perfection Certificate(s) executed by Borrower; (g) evidence satisfactory to Bank that the insurance policies and/or and endorsements required pursuant to by Section 6.5 hereof6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and (hg) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.5 hereof.

Conditions Precedent to Initial Advance. Bank's ’s obligation to make the initial Advance is subject to the condition precedent that Borrower shall consent to or shall have delivered, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which it is a party; (b) duly executed original signatures to the Control AgreementsAgreement(s); (c) its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of California Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released; and evidence that that certain Judgment Entered by Stipulation in favor of Comdisco, Inc. and filed in the San ▇▇▇▇ Obispo County Superior Court (Case No. CV 000372) has been satisfied and released; (f) the Perfection Certificate(s) Certificate executed by Borrower, together with the duly executed original signatures thereto; (g) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (h) evidence satisfactory to Bank that the insurance policies and/or endorsements required pursuant to by Section 6.5 hereofhereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (hj) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank's obligation ’s agreement to make the initial Advance is subject to the condition precedent that Borrower shall consent to or Bank shall have deliveredreceived, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which it is a partyDocuments; (b) duly executed original signatures a certificate of the Secretary of Borrower with respect to articles, bylaws, incumbency and resolutions authorizing the Control Agreementsexecution and delivery of this Agreement; (c) its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of California as of a date no earlier than thirty (30) days prior to the Effective Date[omitted]; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower[omitted]; (e) [omitted]; (f) evidence satisfactory to Bank that the insurance policies required by Section 6.4 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (g) payment of the fees and Bank Expenses then due and payable; (h) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released; and evidence that that certain Judgment Entered by Stipulation in favor of Comdisco, Inc. and filed in the San ▇▇▇▇ Obispo County Superior Court (Case No. CV 000372) has been satisfied and released; (fi) the Perfection Certificate(s) executed by BorrowerCertificate of Foreign Qualification (if applicable); (g) the insurance policies and/or endorsements required pursuant to Section 6.5 hereof; and (h) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank's The obligation of Bank to make the initial Advance is subject to the condition precedent that Borrower shall consent to or Bank shall have deliveredreceived, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed by ▇▇▇▇▇▇▇▇ and General Partner; (b) the Schedules, together with any attachments thereto, completed by ▇▇▇▇▇▇▇▇ and General Partner; (c) duly executed original signatures to the Control Agreements; (d) UCC National Form Financing Statement (one each for Borrower and General Partner); (e) a certificate of Borrower and General Partner with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and any other Loan Document; (f) the Certificate of Formation of Borrower, certified by the Delaware Secretary of State; (g) copy of the executed Fund Agreement; (h) copies of the executed Subscription Agreements; (i) copies of executed Side Letters; (j) duly executed original signature to a LP acknowledgment letter from any Limited Partner with Capital Commitments representing more than forty percent (40%) of the total Capital Commitments of Borrower (the “LP Investor Letter”); (k) evidence that the Initial Capital Contribution has occurred; (l) the Certificate of Formation of General Partner, certified by the Delaware Secretary of State; (m) an executed copy of the Operating Agreement; (n) payment of the fees and expenses then due and payable, as specified in Section 2.3 hereof; and (o) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which it is a party; (b) duly executed original signatures to the Control Agreements; (c) its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of California as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released; and evidence that that certain Judgment Entered by Stipulation in favor of Comdisco, Inc. and filed in the San ▇▇▇▇ Obispo County Superior Court (Case No. CV 000372) has been satisfied and released; (f) the Perfection Certificate(s) executed by Borrower; (g) the insurance policies and/or endorsements required pursuant to Section 6.5 hereof; and (h) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank's obligation ’s agreement to make the initial Advance is subject to the condition precedent that Borrower shall consent to or Bank shall have deliveredreceived, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures a certificate of the Secretary of Borrower with respect to articles, bylaws, incumbency and resolutions authorizing the Loan Documents to which it is a partyexecution and delivery of this Agreement; (b) duly the Exim Agreement and all of the conditions precedent thereto; (c) the IP Agreement; (d) a legal opinion of Borrower’s counsel (authority/enforceability), in form and substance acceptable to Bank; (e) a landlord’s consent executed original signatures to by the applicable landlord in favor of Bank for each of Borrower’s locations; (f) Account Control Agreements/Investment Account Control Agreements; (cg) its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of California as of a date no earlier than thirty (30) days prior evidence satisfactory to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated insurance policies required by Section 6.4 hereof are in any such financing statements either constitute Permitted Liens full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or have been or, in connection with the initial Advance, will be terminated or released; and evidence that that certain Judgment Entered by Stipulation endorsements in favor of Comdisco, Inc. and filed in the San ▇▇▇▇ Obispo County Superior Court (Case No. CV 000372) has been satisfied and releasedBank; (f) the Perfection Certificate(s) executed by Borrower; (g) the insurance policies and/or endorsements required pursuant to Section 6.5 hereof; and (h) payment of the fees and Bank Expenses then due and payable; (i) UCC termination statements in respect of all UCC financing statements filed in favor of TD Bank, N.A.; (j) Certificates of Foreign Qualification (Massachusetts, and others, applicable); (k) long form Certificate of Good Standing/Legal Existence (Delaware); and (l) such other documents, and completion of such other matters, as specified in Section 2.4 hereofBank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Advance. Bank's obligation ’s agreement to make the initial Advance initialAdvance is subject to the condition precedent that Borrower shall consent to or Bank shall have deliveredreceived, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation, subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) duly executed original signatures to the Loan Documents to which it is a party; (b) duly executed original signatures to the Control Agreementscompleted Corporate Borrowing Certificate for Borrower, plus all exhibits thereto; (c) its Operating Documents and a good standing certificate certificates/certificates of Borrower certified by foreign qualification from the Secretary Secretaries of State of the State States of California as of a date Washington and Colorado, dated no earlier later than thirty (30) 30 days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for BorrowerSubordination Agreement by all parties thereto; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released; and evidence that that certain Judgment Entered by Stipulation in favor of Comdisco, Inc. and filed in the San ▇▇▇▇ Obispo County Superior Court (Case No. CV 000372) has been satisfied and released; (f) the Perfection Certificate(s) Certificate executed by Borrower; (f) copies of all debt instruments with Vencore Solutions, LLC being subordinated to Bank; (g) evidence satisfactory to Bank that the insurance policies required by Section 6.4 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements required pursuant to Section 6.5 hereofin favor of Bank; and (h) payment such other documents, and completion of the fees and such other matters, as Bank Expenses then due as specified in Section 2.4 hereofmay reasonably deem necessary or appropriate.

Conditions Precedent to Initial Advance. Bank's ’s obligation to make the initial Advance is subject to the condition precedent that Borrower shall consent to or Bank shall have deliveredreceived, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which it is a partyDocuments; (b) duly executed original signatures to the Control Agreements; (c) its Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of California Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (dc) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (d) duly executed Control Agreements for any domestic accounts maintained outside Bank; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released; and evidence that that certain Judgment Entered by Stipulation in favor of Comdisco, Inc. and filed in the San ▇▇▇▇ Obispo County Superior Court (Case No. CV 000372) has been satisfied and released; (f) the Perfection Certificate(s) Certificate of Borrower, together with the duly executed by Borroweroriginal signatures thereto; (g) landlord’s consents in favor of Bank, together with the duly executed original signature thereto, for Borrower’s Bothell, Washington and Deerfield, Wisconsin facilities; (h) evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements required pursuant to Section 6.5 hereofin favor of Bank; and (hi) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank's The obligation of Bank to make the initial Advance is subject to the condition precedent that Borrower shall consent to or Bank shall have deliveredreceived, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationthe following: (a) duly executed original signatures to the Loan Documents to which it is a partythis Agreement; (b) duly executed original signatures to the Control AgreementsPromissory Note; (c) its the Taiwan Promissory Note and Taiwan Promissory Note Authorization; (d) an officer’s certificate of each Borrower; (e) the Operating Documents of each Borrower and its Subsidiaries and a good standing certificate of Borrower certified by the Secretary of State of the State of California as of a date no earlier than thirty (30) days prior to the Effective DateTLC; (df) duly executed original signatures to payment of the completed Borrowing Resolutions for Borrowerfees and Bank Expenses then due specified in Section 2.4; (eg) certified copies, dated as of a recent date, of financing statement searches, as Bank shall may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released; and evidence that that certain Judgment Entered by Stipulation in favor of Comdisco, Inc. and filed in the San ▇▇▇▇ Obispo County Superior Court (Case No. CV 000372) has been satisfied and released; (fh) current financial statements of Parent and such other updated financial information as Bank may reasonably request; (i) current Compliance Certificate in accordance with Section 6.2; (j) the Perfection Certificate(s) Certificate of Borrowers together with the duly executed by Borroweroriginal signature[s] thereto; (gk) a legal opinion of Borrowers’ counsel dated as of the insurance policies and/or endorsements required pursuant to Section 6.5 hereofClosing Date together with the duly executed original signature thereto; and (hl) payment such other documents or certificates, and completion of the fees and such other matters, as Bank Expenses then due as specified in Section 2.4 hereofmay reasonably deem necessary or appropriate.

Conditions Precedent to Initial Advance. Bank's ’s obligation to make the initial Advance is subject to the condition precedent that Borrower shall consent to or Bank shall have deliveredreceived, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan Documents to which it is a partythis Agreement; (b) duly executed original signatures to the Control Agreements; (c) Borrower shall have delivered its Operating Documents and a good standing certificate of US Borrower certified by the Secretary of State of the State of California Washington as of a date no earlier than thirty (30) days prior to the Effective Date; (dc) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank shall reasonably request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released; ; (d) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence that that certain Judgment Entered by Stipulation showing loss payable and/or additional insured clauses or endorsements in favor of Comdisco, Inc. and filed in the San ▇▇▇▇ Obispo County Superior Court (Case No. CV 000372) has been satisfied and released; (f) the Perfection Certificate(s) executed by Borrower; (g) the insurance policies and/or endorsements required pursuant to Section 6.5 hereofBank; and (he) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank's ’s obligation to make the initial Advance is subject to the condition precedent that Borrower shall consent to or Bank shall have deliveredreceived, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which it is a partyDocuments; (b) duly executed original signatures to the Control Agreements; (c) its Borrower’s Operating Documents and a long-form good standing certificate certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of the State Borrower’s and such Subsidiaries’ jurisdiction of California organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (dc) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (ed) certified copies, dated as of a recent date, of financing statement searches, as Bank shall may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released; and evidence that that certain Judgment Entered by Stipulation in favor ; (e) the Perfection Certificate of ComdiscoBorrower, Inc. and filed in together with the San ▇▇▇▇ Obispo County Superior Court (Case No. CV 000372) has been satisfied and releasedduly executed original signatures thereto; (f) the Perfection Certificate(s) executed by BorrowerIP Agreement; (g) Borrower’s achievement of the insurance policies and/or endorsements required pursuant to Section 6.5 hereofEquity Event; and (h) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.6 hereof.

Conditions Precedent to Initial Advance. Bank's obligation to make the initial Advance is subject to the condition precedent that Borrower shall consent to or Bank shall have deliveredreceived, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which it is a partyDocuments; (b) duly executed original signatures to the Control Agreements; (c) its each Co-Borrower's Operating Documents and a long-form good standing certificate certificates of each Co-Borrower and their Subsidiaries certified by the Secretary of State (or equivalent agency) of the State such Co-Borrower and such Subsidiaries' jurisdiction of California organization or formation and each jurisdiction in which such Co-Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (dc) duly executed original signatures to the completed Borrowing Resolutions for each Co-Borrower; (ed) certified copies, dated as of a recent date, of financing statement searches, as Bank shall may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released; and evidence that that certain Judgment Entered by Stipulation in favor ; (e) the Perfection Certificate of Comdiscoeach Co-Borrower, Inc. and filed in together with the San ▇▇▇▇ Obispo County Superior Court (Case No. CV 000372) has been satisfied and releasedduly executed original signatures thereto; (f) the Perfection Certificate(s) executed by Borrower; (g) completion of the insurance policies and/or endorsements required pursuant Initial Audit with results satisfactory to Section 6.5 hereofBank in its sole and absolute discretion; and (hg) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.6 hereof.

Conditions Precedent to Initial Advance. Bank's ’s obligation to make the initial Advance is subject to the condition precedent that Borrower shall consent to or shall have delivered, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents to which it is a party; (b) duly executed original signatures to the Control AgreementsAgreements from all depositories at which Borrower maintains accounts, including, but not limited to, US Bank and Park Bank; (c) its Operating Documents and a good standing certificate of each Borrower certified by the Secretary of State of the State of California Maryland as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released; and evidence that that certain Judgment Entered by Stipulation in favor of Comdisco, Inc. and filed in the San ▇▇▇▇ Obispo County Superior Court (Case No. CV 000372) has been satisfied and released; (f) the Perfection Certificate(s) executed by Borrower; (g) a landlord’s consent executed by Borrower’s landlord in favor of Bank; (h) the insurance policies and/or endorsements required pursuant to Section 6.5 hereof6.5; and (hi) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.5 hereof.