Common use of Conditions Precedent to Initial Credit Extension Clause in Contracts

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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) the Loan Documents; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (e) the completed and executed Borrowing Resolutions for Borrower; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the Warrant; (c) duly executed original signatures to the SVB Control Agreement and any other Control Agreement required by BankAgreements; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate Certificates of Borrower, together with the duly executed original signature signatures thereto; (h) a copy of its Registration Rights Agreement, Investors’ Rights Agreement Agreement, and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kj) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.7 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension on or after the Effective Date is subject to the condition precedent that Bank shall have received, 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 DocumentsWarrant dated as of the Effective Date; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fd) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (he) a copy of its Investors’ Rights Agreement and any amendments thereto; (if) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kg) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreement; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (e) duly executed original signatures to the Intercreditor Agreement; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.7 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the WarrantControl Agreements, if any; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (g) 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 Credit Extension, will be terminated or released; (gh) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hi) a copy landlord’s consent in favor of its Investors’ Rights Agreement and any amendments Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures thereto; (ij) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreement; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (ig) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreements, if any; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a certificate of Compliance of Borrower certified by Industry Canada and a good standing certificate of Borrower certified by the Secretary Registrar of State of the State of Delaware Companies for British Columbia, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of financing statement PPSA searches, as Bank shall request, accompanied by satisfactory written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gf) the Perfection Certificate Certificates of BorrowerBorrower and Guarantor, together with the duly executed original signature signatures thereto; (g) the duly executed original signatures to the Guaranty, together with the duly executed original signatures to the completed Borrowing Resolutions for Guarantor; (h) a copy of its Guarantor’s Registration Rights Agreement, Investors’ Rights Agreement or similar agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kj) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreement(s); (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hg) a copy of its Investors’ Rights Agreement Borrower’s investor rights agreement (and any amendments thereto) and a capitalization table; (ih) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (ji) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (kj) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature signatures thereto; (g) Borrower’s audited financial statements for the 2010 fiscal year; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank;; and (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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 DocumentsDocuments dated prior to or as of the Effective Date to which it is a party; (b) duly executed original signatures to the WarrantControl Agreement[s]; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of executed by Borrower, together with the duly executed original signature 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) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kj) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s 's obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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 DocumentsDocuments to which it is a party; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Borrower shall have delivered its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) Borrower shall have delivered duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fd) Bank shall have received 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 Credit Extension, will be terminated or released; (ge) Borrower shall have delivered the Perfection Certificate of Certificate(s) executed by Borrower, together with the duly executed original signature thereto; (hf) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that Borrower shall have delivered the insurance policies and/or endorsements required by pursuant to Section 6.4 of this Agreement 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion6.5 hereof; and (kg) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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) the duly executed Loan Documents; (b) the Warrantduly executed Mezzanine Loan Documents and satisfaction (or waiver) of all conditions precedent therein; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents of ▇▇▇▇▇▇▇▇ and a long-form good standing certificate certificates of Borrower certified by the Secretary of State of the State of Delaware Delaware, as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) the completed certificate duly executed by a Responsible Officer or secretary of Borrower with respect to ▇▇▇▇▇▇▇▇’s (i) Operating Documents and executed (ii) Borrowing Resolutions for BorrowerResolutions; (fe) certified copies, dated as of a recent date, of searches for financing statement searches, as Bank shall requestfiled in the central filing office of the State of Delaware, 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature theretoPerfection Certificate; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (ig) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.4 of this Agreement 5.8 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement1.4.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a long-form good standing certificate certificates of Borrower each Credit Party certified by the Secretary of State (or equivalent agency) of such Credit Party’s jurisdiction of organization or formation and the State jurisdiction of Delaware Borrower’s chief executive office as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrowereach Credit Party; (fd) 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 Credit Extension, will be terminated or released; (ge) the Perfection Certificate of BorrowerBorrower with respect to each Credit Party, together with the duly executed original signatures thereto; (f) a legal opinion of counsel to the Credit Parties dated as of the Effective Date together with the duly executed original signature thereto; (hg) a copy of its Investors’ Rights Agreement and any amendments theretothe duly executed original signatures to the Guaranty, together with the duly executed original signatures to the completed Borrowing Resolutions for each Guarantor; (ih) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension under this Agreement is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreements, if any; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware each jurisdiction of formation of Borrower, together with certificates of foreign qualification from each other jurisdiction in which Borrower is qualified, in each case dated as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the Secretary’s Certificate with completed and executed Borrowing Resolutions for Borrower; (e) the Amended and Restated Subordination Agreement by Partners for Growth II, L.P. in favor of Bank, together with the duly executed original signatures thereto; (f) 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 Credit ExtensionExtension hereunder, will be terminated or released; (g) the Perfection Certificate Certificates of Borrower, together with the duly executed original signature signatures thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fd) 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 Credit Extension, will be terminated or released; (ge) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (if) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kg) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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 Senior Loan Amendment and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (b) the Warrant; (c) duly executed original signatures to the SVB Control Agreement and any other Control Agreement required by BankAgreements; (d) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State of the State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement Intellectual Property search results and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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; (j) prior completed exhibits to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretionIP Agreement; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) the Warrantoriginal Intercompany Notes; (c) duly executed original signatures to the SVB Control Agreement and any other Control Agreement required by BankWarrant; (d) duly executed original signatures to the completed Corporate Borrowing Certificates for each Borrower’s Operating Documents and a , plus all exhibits thereto; (e) except as set forth in Section 3.3, good standing certificate certificates/certificates of Borrower certified by foreign qualification from the Secretary Secretaries of State of the State States of Delaware Delaware, New York and North Carolina for each Borrower, as of a date applicable, dated no earlier later than thirty (30) 30 days prior to the Effective Date; (e) the completed and executed Borrowing Resolutions for Borrower; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate Certificates of each Borrower, together with the duly executed original signature signatures thereto; (g) completion of the Initial Audit by Bank; (h) a copy of its Parent’s Investors’ Rights Agreement, Right of First Refusal and Co-Sale Agreement and Voting Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.7 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kj) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreements; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State of the State (or equivalent agency) of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hg) a copy legal opinion of its Investors’ Rights Agreement Borrower’s counsel (authority and any amendments enforceability) dated as of the Effective Date together with the duly executed original signature thereto; (ih) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreements; (c) duly executed original signatures to the SVB Control Agreement and any other Control Agreement required by BankAddendum to Intellectual Property Security Agreement; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware Colorado as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the Tranche A Warrant; (c) duly executed original signatures to the SVB Control Agreement and any other Control Agreement Agreements required by Bankpursuant hereto; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State States of Delaware and Minnesota as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Borrower’s Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kj) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreements, if any; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) each Borrower’s Operating Documents and a good standing certificate of each Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for each Borrower; (fe) 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 Credit Extension, will be terminated or released; (f) executed copies of all documents entered into by Borrower in connection with the Permitted Loans; (g) the Perfection Certificate Certificates of BorrowerBorrowers, together with the duly executed original signature signatures thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreements required by Section 6.6(b); (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State States of Delaware and California as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (ig) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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) the Loan Documentsduly executed original signatures to this Agreement; (b) duly executed original signatures to the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hg) a copy of its Borrower’s Investors’ Rights Agreement and any amendments thereto; (ih) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.6 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreements; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) 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 Delaware 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; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (ig) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the Warrant; (c) duly executed original signatures to the SVB Control Agreement and any other Control Agreement Agreements required by BankSection 6.6(b); (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State States of Delaware and California as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Registration Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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) the Loan Documentsduly executed original signatures to this Agreement; (b) duly executed original signatures to the Warrant; (c) duly executed original signatures to the SVB Control Agreement and any other Control Agreement required by BankAgreements; (d) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed and executed Borrowing Resolutions for BorrowerResolutions; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of executed by Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or shall have receiveddelivered, 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 DocumentsDocuments to which it is a party; (b) a duly executed original signature to the Warrant; (c) duly executed original signatures to the SVB Control Agreement and any other Control Agreement required by BankAgreements; (d) Borrower’s its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of executed by Borrower, together with the duly executed original signature thereto; (h) a copy of its Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kj) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or have receiveddelivered, 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 DocumentsDocuments to which Borrower, any Guarantor or Bank is a party; (b) duly executed original signatures to the WarrantControl Agreements, if any; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s their Operating Documents and a good standing certificate of Borrower and any Guarantor certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed Borrowing or Guarantor Resolutions, as applicable, for Borrower and executed Borrowing Resolutions for Borrowerany Guarantor; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly Certificate(s) executed original signature theretoby Borrower and any Guarantor; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (ig) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension on or after the Effective Date is subject to the condition precedent that Bank shall have received, 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) the Loan Documentsduly executed original signatures to this Agreement; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or releasedLiens; (gf) the Perfection Certificate Certificates of Borrower, together with the duly executed original signature signatures thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kg) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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 signatures to the Loan Documents; (b) the Warranta secretary’s certificate of Borrower certifying as to no change with respect to such Borrower’s Operating Documents, incumbency and specimen signatures and Borrowing Resolutions; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (e) the completed and executed Borrowing Resolutions for Borrower; (f) 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 Credit Extension, will be terminated or released; (gd) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (ie) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.4 of this Agreement 6.7 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; (jf) prior with respect to the initial Advance, the completion of an initial audit of the Collateral a completed Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Books with results satisfactory to Bank in its sole and absolute discretionAccounts); and (kg) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.8 hereof.

Conditions Precedent to Initial Credit Extension. BankLender’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or shall have receiveddelivered, in form and substance satisfactory to BankLender, such documents, and completion of such other matters, as Bank Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) a duly executed original signature to the Warrant; (c) duly executed original signatures to the SVB Control Agreement and any other Control Agreement Agreements required by BankSection 6.6(b); (d) Borrower’s its Operating Documents and a good standing certificate certificates of Borrower certified by the Secretary of State of the State States of Delaware and California as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank Lender 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of executed by Borrower, together with the duly executed original signature thereto; (h) a copy of its Amended and Restated Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank Lender that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretionLender; and (kj) payment of the fees and Bank Lender Expenses then due as specified in Section 2.9 of this Agreement2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s 's obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or have receiveddelivered, 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 DocumentsDocuments to which it is a party; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s its Operating Documents and a good standing certificate of each Borrower certified by the Secretary of State of the Commonwealth of Massachusetts and the State of Delaware Delaware, as applicable, as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fd) 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 Credit Extension, will be terminated or released; (ge) the Perfection Certificate Certificates executed by Borrower; (f) a landlord's consent executed by each landlord of the Borrower in favor of Bank; (g) a legal opinion of Borrower, 's counsel dated as of the Effective Date together with the duly executed original signature signatures thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.7 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreement(s); (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Each Borrower’s Operating Documents and a long-form good standing certificate (where available) of each Borrower certified by the Secretary of State for such Borrower’s jurisdiction of the State of Delaware incorporation as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) the Secretary’s Certificate with completed and executed Borrowing Resolutions for each Borrower; (e) certificates of foreign qualification/good standing of each Borrower, for all other states in which such Borrower is qualified to do business, certified by the applicable Secretary of State as of a date no earlier than thirty (30) days prior to the Effective Date; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate a legal opinion of Borrower, ’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) subject to Section 6.14, evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreement; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate certificates of Borrower certified by the Secretary of State of the State States of Delaware Delaware, Maryland, Washington and California, as applicable as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate Certificate(s) of Borrower, together with the duly executed original signature signature(s) thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (ig) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (jh) prior stock certificates evidencing the shares of stock subject to the initial AdvanceLiens granted hereby, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank a stock power duly executed in its sole and absolute discretionblank for each such stock certificate; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreements, if any; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware Washington as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hg) a copy landlord’s consent in favor of its Investors’ Rights Agreement and any amendments Bank for Borrower’s Seattle, WA location by the respective landlord thereof, together with the duly executed original signatures thereto; (ih) evidence satisfactory to Bank that the insurance policies and/or endorsements required by pursuant to Section 6.4 of this Agreement 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion6.5 hereof; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (b) the Warrant; (c) duly executed original signatures to the SVB Control Agreement and any other Control Agreement required by BankAgreement; (d) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.4 of this Agreement 6.6 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or have receiveddelivered, 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 DocumentsDocuments to which it is a party; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) the completed and executed Borrowing Resolutions for Borrower; (fd) 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 Credit Extension, will be terminated or released; (ge) the Perfection Certificate Certificates executed by Borrower and each Guarantor; (f) [intentionally omitted]; (g) a legal opinion of Borrower, ’s counsel dated as of the Effective Date together with the duly executed original signature signatures thereto; (h) a copy of its Investors’ Rights Agreement the duly executed original signatures to each Guaranty, each Guarantor Security Agreement, and any amendments theretothe Pledge Agreements, together with the completed Borrowing Resolutions for Guarantor; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.7 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kj) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or have receiveddelivered, 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 DocumentsDocuments to which it is a party; (b) duly executed original signatures to the WarrantControl Agreement[s]; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied ; (f) the Perfection Certificate executed 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 Credit Extension, will be terminated or releasedBorrower; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto;[reserved] (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s 's obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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 DocumentsDocuments to which it is a party; (b) Duly executed original signatures to the WarrantControl Agreement[s]; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Borrower shall have delivered its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) Duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) Bank shall have received 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate Borrower shall have delivered a legal opinion of Borrower, 's counsel dated as of the Effective Date together with the duly executed original signature signatures thereto; (hg) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware Washington as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fd) 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 Credit Extension, will be terminated or released; (ge) the Perfection Certificate Certificates of Borrower, together with the duly executed original signature thereto; (hf) a copy of its Investors’ Rights Agreement and any amendments theretothe duly executed original signatures to the Guaranty; (ig) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreement(s); (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate certificates of Borrower certified by the Secretary of State of the State of Delaware and Utah as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or releasedreleased (including termination of the Liens in favor of the Private Bank of the Peninsula); (gf) the Perfection Certificate Certificate(s) of Borrower, together with the duly executed original signature signatures thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (ig) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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 copies of signatures to the Loan DocumentsDocuments which are not specifically listed below; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware Nevada as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) duly executed copies of signatures to the completed and executed Borrowing Resolutions for Borrower; (fd) the Subordination Agreement, together with the duly executed copies of signatures 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature signatures thereto; (hg) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books Initial Audit with results satisfactory to Bank in its sole and absolute discretiondiscretion (provided however such Initial Audit shall only be a condition precedent to the first Advance and not to the making of the Term Loan); and (kh) payment of the fees and Bank Expenses then due commitment fee as specified in Section 2.9 of this Agreement2.4(a).

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) the Warrant; (c) duly executed original signatures to the SVB Control Agreement and any other Control Agreement required by Bank; (dc) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware Nevada as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (ig) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (jh) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may have reasonably deem necessary or appropriaterequested, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrant; (c) the SVB duly executed original signatures to any Control Agreement and any other Control Agreement required by BankAgreement(s); (d) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware 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; (e) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreements, if any; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State States of Delaware and Maryland as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hg) a copy of its Investors’ Rights Agreement the duly executed original signatures to the Guaranty and any amendments theretothe Security Agreement, together with duly executed original signatures to the completed Resolutions for Guarantor; (ih) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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 DocumentsDocuments to which it is a party; (b) Duly executed original signatures to the WarrantControl Agreement[s]; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) the Secretary’s Certificate with completed and executed Borrowing Resolutions for Borrower; (e) A payoff letter from Bank; (f) certified 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 Credit Extension, will be terminated or released; (g) the The Perfection Certificate of executed by Borrower, together with the duly executed original signature signatures thereto; (h) a copy A landlord’s consent in favor of its Investors’ Rights Agreement and any amendments Bank for each of Borrower's locations executed by the landlord thereof, together with the duly executed original signatures thereto; (i) [Reserved]; (j) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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 DocumentsDocuments to which it is a party; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Borrower shall have delivered its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) Borrower shall have delivered duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fd) Bank shall have received 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 Credit Extension, will be terminated or released; (ge) Borrower shall have delivered the Perfection Certificate of Collateral Information Certificate(s) executed by Borrower, together with the duly executed original signature thereto; (hf) Borrower shall have delivered a copy landlord’s consent executed by Portola Land Management in favor of its Investors’ Rights Agreement and any amendments theretoBank; (ig) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.3 hereof.

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension hereunder is subject to the condition precedent that Bank Agent shall have received, in form and substance satisfactory to BankAgent and the Lenders, such documents, and completion of such other matters, as Bank Agent may have reasonably deem necessary or appropriaterequested, including, without limitation: (a) duly executed signatures to the Loan Documents; (b) duly executed signatures to the WarrantControl Agreement with respect to Borrower’s account with SVB Asset Management; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a long-form good standing certificate of Borrower certified by the Secretary of State of the State of Delaware Delaware, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s corporate borrowing certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed signatures to the completed and executed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall Agent 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature signatures thereto; (h) a copy legal opinion of its Investors’ Rights Agreement and any amendments Borrower’s counsel dated as of the Effective Date together with the duly executed signature thereto; (i) evidence on ▇▇▇▇▇ 25 and ▇▇▇▇▇ 28 certificates satisfactory to Bank Agent that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kj) payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) the Warrantduly executed original signatures to Control Agreements with SVB Asset Management and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of financing statement searches, as Bank shall may 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 Credit Extension, will be terminated or releasedLiens; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hg) a copy of its Investors’ Rights Agreement and any amendments theretothe Payment/Advance Form for the Term Loan; (ih) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.4 of this Agreement 6.7 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.7 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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) the Loan Documents; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement Agreements required by Bank; (dc) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware California as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hg) a copy of its Investors’ Rights Agreement and any amendments thereto; (ih) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or and additional insured clauses or endorsements in favor of Bank; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 2.10 of this Agreement.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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 signatures to the Loan Documents; (b) duly executed signatures to the WarrantControl Agreements, if any; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State of the State of Delaware and each other jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s corporate borrowing certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (e) duly executed signatures or authorized confirmation by the Board to the completed and executed Borrowing Resolutions for Borrower; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy duly executed signatures to the Stock Pledge Agreement, original stock powers and Bank’s possession of its Investors’ Rights Agreement and any amendments theretooriginal stock certificates; (i) duly executed signatures to a Cash Pledge Agreement, in form and substance acceptable to Bank; (j) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrowers shall consent to or have receiveddelivered, 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 DocumentsDocuments to which they are a party; (b) duly executed original signatures to the WarrantControl Agreements; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate certificates of each Borrower certified by the Secretary Secretaries of State of the State of Delaware states in which such Borrower is licensed to do business as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for each Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature theretoby Parent; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (ig) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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 of Borrower to the Loan Documents; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fd) certified copies, dated as of a recent date, of financing statement and other lien 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 Credit Extension, will be terminated or released; (ge) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hf) a copy legal opinion of its Investors’ Rights Agreement and any amendments Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (ig) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.4 of this Agreement 6.7 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreement[s]; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) each Borrower’s Operating Documents and a good standing certificate of each Borrower certified by the Secretary of State of the State of 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 Borrowers; (e) the completed and Subordination Agreement by Michigan Economic Development Corporation in favor of Bank, together with the duly executed Borrowing Resolutions for Borroweroriginal signatures thereto; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate Certificate(s) of each Borrower, together with the duly executed original signature signature[s] thereto; (h) a copy of its Investors’ Rights Agreement and any amendments theretopayoff letter from Private Bank; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement are in full force a payoff letter from ▇▇▇▇▇ ▇▇▇▇▇▇ and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (j) prior the insurance policies and/or endorsements required pursuant to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretionthis Agreement; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrowers shall consent to or shall have receiveddelivered, 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 DocumentsDocuments to which it is a party; (b) duly executed original signatures to the WarrantControl Agreements; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of each Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for each Borrower; (e) Subordination Agreement duly executed by Carillon Health Systems in favor of Bank; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of Certificate(s) executed by each Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement duly executed original signatures to the Stock Pledge Agreements and any amendments theretoundated stock powers, in blank executed by LII; (i) all original stock certificates representing one hundred percent (100%) of LII’s ownership interest in the outstanding capital stock of the LII Subsidiaries; (j) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2. 4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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) the Loan Documents; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement Agreements required by Bank; (dc) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hg) a copy legal opinion of its Investors’ Rights Agreement Borrower’s counsel (authority/enforceability), in form and any amendments theretosubstance acceptable to Bank; (ih) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or and cancellation notice to Bank (including certificates on ▇▇▇▇▇ 25 and ▇▇▇▇▇ 28 forms and endorsements in favor to the policies reflecting the same); (i) the completion of Bankthe Initial Audit; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.9 2.10 of this Agreement; and (m) Certificates of Foreign Qualification (as applicable).

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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) signatures to the Loan Documents; (b) signatures to the Warrant, together with a capitalization table and copies of Borrower’s equity documents; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State of the State (or equivalent agency) of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) signatures to the completed and executed Borrowing Resolutions for Borrower; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto[reserved]; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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;[reserved]; and (j) prior with respect to the initial Advance, the completion of an initial audit of the Collateral a completed Borrowing Base Statement (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this AgreementAccounts).

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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) the Loan Documents; (b) the Warrant; (c) the SVB any Control Agreement and any other Control Agreement Agreements required by Bank; (dc) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware Maryland as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a bailee agreement in favor of Bank from OHL International; (h) a copy of its Investors’ Rights Agreement and any amendments theretothe IP Agreement; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and; (k) payment of the fees and Bank Expenses then due as specified in Section 2.9 2.12 of this Agreement.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension on or after the Effective Date is subject to the condition precedent that Bank shall have received, 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) the duly executed Loan Documents; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents of Borrower and a long-form good standing certificate certificates of Borrower certified by the Secretary of State of the State of Delaware and the Secretary of State (or equivalent agency) of each other jurisdiction in which Borrower is qualified to conduct business, in each case as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) the completed certificate duly executed by a Responsible Officer or secretary of Borrower with respect to Borrower’s (i) Operating Documents and executed (ii) Borrowing Resolutions for BorrowerResolutions; (fd) certified copies, dated as of a recent date, of searches for financing statement searches, statements as Bank shall may request, in its commercially reasonable discretion, 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 Credit Extension, will be terminated or released; (ge) the duly executed Perfection Certificate of Borrower, together with the duly executed original signature thereto; (f) reserved; (g) reserved; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.4 of this Agreement 5.8 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or and additional insured clauses or endorsements in favor of Bank; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement1.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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) the Loan Documents; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement Agreements required by Bank; (dc) Borrower’s Operating Documents and a long form good standing certificate of each Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) the completed and executed Borrowing Resolutions for each Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of each Borrower, together with the duly executed original signature thereto; (hg) a copy First Amendment to and Ratification of its Investors’ Rights Subordination Agreement and any amendments theretoby ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; (ih) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or and additional insured clauses or and cancellation notice to Bank (including certificates on ▇▇▇▇▇ 25 and ▇▇▇▇▇ 28 forms and endorsements in favor of Bankto the policies reflecting the same) with respect to each Borrower; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 2.10 of this Agreement.; and

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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 signatures to the Loan Documents; (b) duly executed original signatures to the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State of the State of Delaware Washington and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed signatures to the completed and executed Borrowing Resolutions for Borrower; (e) duly executed original signature to a payoff letter from Hercules Capital, Inc. (or its applicable affiliates); (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to Hercules Capital, Inc. (or its affiliates) 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 Credit Extension, be terminated; (g) 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 Credit Extension, will be terminated or released; (gh) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hi) a copy legal opinion of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that Borrower’s counsel dated as of the insurance policies required by Section 6.4 of this Agreement are in full force and effect, Effective Date together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretionduly executed original signature thereto; and (kj) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the Warrant; (c) duly executed original signatures to the SVB Control Agreement and any other Control Agreement required by BankAgreements, if any; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature signatures thereto; (h) a copy of its Borrower’s Amended and Restated Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results evidence satisfactory to Bank in its sole and absolute discretionthat Borrower has consummated the Equity Event; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may shall have reasonably deem necessary or appropriaterequested, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the Warrant; (ci) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a long-form good standing certificate of Borrower certified by the Secretary of State of Delaware and (ii) a certificate of good standing/foreign qualification of Borrower certified by the Secretary of State of Delaware New York, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) a secretary’s corporate borrowing certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hg) a copy legal opinion (authority and enforceability) of its Investors’ Rights Agreement and any amendments Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (ih) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.6 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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) the duly executed Loan Documents; (b) the Warranta duly executed Pledge Agreement by Parent in favor of Bank; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents of each Borrower and a long-form good standing certificate certificates of each Borrower certified by the Secretary of State of each Borrower’s state of incorporation and the Secretary of State (or equivalent agency) of Delaware each other jurisdiction in which such Borrower is qualified to conduct business, in each case as of a date no earlier than thirty (30) days prior to the Effective Date; (d) certificate duly executed by a Responsible Officer or secretary of each Borrower with respect to such Borrower’s (i) Operating Documents and (ii) Borrowing Resolutions; (e) the completed and a duly executed Borrowing Resolutions for Perfection Certificate of each Borrower; (f) 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 Credit Extension, will be terminated or releasedduly executed Control Agreement covering ▇▇▇▇▇▇▇▇’s accounts at UBS Group AG; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.4 of this Agreement 5.8 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or and additional insured clauses or endorsements in favor of Bank; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement1.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreement[s]; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature signatures thereto; (hg) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies and/or endorsements required by pursuant to Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or have receiveddelivered, 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 DocumentsDocuments to which it is a party; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware California as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fd) the Acknowledgement Letter duly executed by UBS Bank USA and Bank with respect to the UBS ARS Loan; (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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of executed by Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (ig) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.7 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension under this Agreement is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreements, if any; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware Delaware, together with certificates of foreign qualification from each state in which Borrower is so qualified, in each case dated as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the Secretary’s Certificate with completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit ExtensionExtension under this Agreement, will be terminated or released; (f) [Reserved]; (g) the Perfection Certificate a legal opinion of Borrower’s counsel, in form and substance acceptable to Bank, in its reasonable discretion, dated as of the Effective Date together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.7 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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) the duly executed Loan Documents; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents of Borrower and a long-form good standing certificate certificates of Borrower certified by the Secretary of State of the State of Delaware and the Secretary of State (or equivalent agency) of each 122996013v9 220763.003342 other jurisdiction in which Borrower is qualified to conduct business, in each case as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) the completed certificate duly executed by a Responsible Officer or secretary of each of Borrower with respect to, for each of Borrower Operating Documents and executed Borrowing Resolutions for BorrowerResolutions; (fd) certified copies, dated as of a recent date, of searches for financing statement searches, as Bank shall requestfiled in the central filing office of the State of Delaware, 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 Credit Extension, will be terminated or released; (ge) the duly executed Perfection Certificate Certificates of Borrower, together with the duly executed original signature thereto; (hf) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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; (j) prior respect to the initial Advance, the completion of an initial audit of the Collateral a completed Borrowing Base Statement (and any schedules related thereto and including any other information reasonably requested by Bank with respect to Borrower’s Books with results satisfactory to Bank in its sole and absolute discretionAccounts); and (kg) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement1.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) except as provided for in Section 3.3 below, Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware (Secretary of State of the State of Washington with respect to Sitescout Corporation) as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fd) 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 Credit Extension, will be terminated or released; (ge) the Perfection Certificate of Borrower, together with the duly executed original signature signatures thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (if) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.7 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kg) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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 signatures to the Loan Documents; (b) duly executed signatures to the WarrantControl Agreement with JPMorgan Chase Bank, N.A.; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each dated as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) [reserved]; (h) a copy of its Investors’ Rights Agreement and any amendments thereto[reserved]; (i) evidence satisfactory to Bank that a legal opinion of Borrower’s counsel dated as of the insurance policies required by Section 6.4 of this Agreement are in full force and effect, Effective Date together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bankthe duly executed signature thereto; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion[reserved]; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall the following have receivedbeen satisfied, all 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 executed and delivered the Loan Documents; (b) Borrower shall have delivered the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of from the State of Delaware as and for each jurisdiction in which Borrower is qualified to transact business except where the failure to so qualify could reasonably be expected to have a Material Adverse Change; (c) Borrower shall have delivered the Corporate Borrowing Resolutions; (d) Borrower shall have delivered evidence that the Lien in favor of a date no earlier than thirty (30) days prior to the Effective DateW▇▇▇▇ Fargo Bank, N.A. has been terminated; (e) the completed Borrower shall have paid all reasonable costs and executed Borrowing Resolutions for Borrowerfees, including Bank Expenses, then due; (f) certified copiesBorrower shall have timely delivered an initial Payment/Advance Form; (g) Borrower shall have deposited into the Cash Collateral Account Cash Collateral in an amount necessary such that, 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 after giving effect to the initial Credit Extension, will the Value of the Cash Collateral Account shall be terminated equal to or released; (g) greater than the Perfection Certificate Minimum Collateral Value. Borrower may request that Bank deposit the proceeds of Borrower, together with such initial Credit Extension into the duly executed original signature thereto;Cash Collateral Account in partial satisfaction of this condition precedent; and (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory Borrower shall have delivered to Bank that the insurance policies required by Section 6.4 of this Agreement are Bank, in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (j) prior addition to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (k) payment of the fees and Bank Expenses then due as specified documents required in Section 2.9 of this Agreement3.2, all documents, certificates, and other assurances that Bank or its counsel may reasonably request.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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 DocumentsDocuments to which it is a party; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Borrower shall have delivered its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) Duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fd) Bank shall have received 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 Credit Extension, will be terminated or released; (e) the Ratification of Subordination Agreement executed by ▇▇▇▇▇▇ Communications Inc.; (f) the Ratification of Subordination Agreement executed by each of Lighthouse Dental Consulting, Inc., ▇▇▇▇▇ Software Systems, Inc., ▇▇▇▇▇▇▇▇▇ Enterprises, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇, Inc., and ▇▇▇▇▇▇ Software, LLC; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto;; and (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (k) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) to the Warrant; (c) the SVB Control Agreement and any other Control Agreement required extent amended and/or modified since last delivered by Borrower to Bank; (d) , each Borrower’s Operating Documents and a good standing certificate of Borrower Documents, certified by the Secretary of State for such Borrower’s jurisdiction of incorporation (as applicable), as of a date no earlier than thirty (30) days prior to the Effective Date; (c) Secretary’s Certificate with completed Borrowing Resolutions for each Borrower; (d) a long-form good standing certificate (where available) of each Borrower and certificates of foreign qualification/good standing of each Borrower, for all other states in which such Borrower is qualified to do business, in each case certified by the applicable Secretary of State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (e) the completed and executed Borrowing Resolutions for Borrower; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (if) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kg) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or have receiveddelivered, 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 DocumentsDocuments to which it is a party; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fd) 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 Credit Extension, will be terminated or released; (e) the Perfection Certificate(s) executed by Borrower; (f) insurance certificates evidencing the policies and/or endorsements required pursuant to Section 6.3 hereof; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books Initial Audit with results satisfactory to Bank in its sole and absolute discretion; provided, however, Borrower may request Equipment Advances prior to such Initial Audit; and (kh) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s 's obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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) to which it is a party; Borrower shall have delivered duly executed original signatures to the Loan Documents; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Borrower shall have delivered its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) Borrower shall have delivered duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fd) Bank shall have received 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 Credit Extension, will be terminated or released; (ge) Borrower shall have delivered the Perfection Certificate of Certificate(s) executed by Borrower, together with the duly executed original signature thereto; (hf) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that Borrower shall have delivered the insurance policies and/or endorsements required by pursuant to Section 6.4 of this Agreement are in full force 6.5 hereof; and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank;hereof. (jg) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (k) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement.2.4

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or shall have receiveddelivered, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriateappropriate and request, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments dated as of the Effective Date to which it is a party; (b) duly executed original signatures to the WarrantControl Agreement[s]; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrowerexecuted by ▇▇▇▇▇▇▇▇, together with the duly executed original signature thereto; (hg) a copy legal opinion of its Investors’ Rights Agreement and any amendments ▇▇▇▇▇▇▇▇’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (ih) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (ji) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (kj) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreements, if any; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) each Borrower’s Operating Documents and a good standing certificate (or the local equivalent) of each Borrower certified by the Secretary of State of the State of Delaware or Washington (as applicable) as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for each Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of each Borrower, together with the duly executed original signature signatures thereto; (g) a landlord’s consent in favor of Bank for Borrowers’ New York and Washington locations by the respective landlords thereof, together with the duly executed original signatures thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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 DocumentsDocuments to which it is a party; (b) Duly executed original signatures to the WarrantControl Agreements; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Borrower shall have delivered its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) Duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) certified copies, dated as of a recent date, of financing statement searches, as Bank Borrower 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 Credit Extension, will be terminated or released; (g) delivered the Perfection Certificate of BorrowerCertificates executed by Borrower and Guarantor, together with the duly executed original signature signatures thereto; (f) Duly executed original signatures to the Unconditional Guaranty and Security Agreement, together with the completed Borrowing Resolutions for Guarantor; (g) landlord’s consents with respect to each of Borrower’s leased locations; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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) the Loan Documentsduly executed original signatures to this Agreement; (b) a duly executed original signature to the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) 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 Delaware 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; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Liens; (f) the initial Credit Extension, will be terminated or releasedPerfection Certificate executed by Borrower; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Borrower’s Registration Rights Agreement and/or Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fd) 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 Credit Extension, will be terminated or released; (ge) the Perfection Certificate of Borrower, together with the duly executed original signature signatures thereto; (hf) a copy landlord’s consent in favor of its Investors’ Rights Agreement and any amendments Bank for Borrower’s San Diego location by the landlord thereof, together with the duly executed original signatures thereto; (ig) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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 signatures to the Loan Documents; (b) the Warrant[reserved]; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware incorporation and each jurisdiction in which Borrower is qualified to conduct business, each dated as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed signatures to the completed and executed Borrowing Resolutions for Borrower; (e) duly executed signature to a completed Payment/Advance Form; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (ki) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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 DocumentsDocuments to which it is a party; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a Bank shall have received good standing certificate certificates of Borrower certified by the Secretary of State of the State States of Delaware and Utah as of a date no earlier than thirty (30) days prior to the Effective Date; (ec) the completed and executed Borrowing Resolutions for Borrower; (f) Bank shall have received 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 Credit Extension, will be terminated or released; (gd) Borrower shall have delivered the Perfection Certificate of Certificate(s) executed by Borrower, together with the duly executed original signature thereto; (he) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kf) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreements required by Bank; (c) duly executed original signatures to the SVB Control Agreement and any other Control Agreement required by Bankcompleted Borrowing Resolutions for Borrower; (d) Borrower’s Operating Documents and a good standing certificate Certificate of Existence and Good Standing of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (e) the completed Evidence of Borrower’s good standing and executed Borrowing Resolutions for Borrowerauthorization to transact business as a foreign entity in each jurisdiction set forth on Schedule 3.1(e); (f) certified copies, dated as of a recent date, of financing statement searches, as duly executed original bailee agreement in form and substance satisfactory to Bank shall request, accompanied by written evidence (including any UCC termination statements) that in its sole discretion from the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;parties identified on Schedule 3.1(f) (g) the Perfection Certificate Certificate(s) of Borrower, together with the duly executed original signature thereto; (h) a copy landlord’s consent in favor of its InvestorsBank for Borrowers’ Rights Agreement and any amendments offices at the addresses listed Schedule 3.1, attached hereto, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) evidence satisfactory to Bank that the insurance policies and/or endorsements required by pursuant to Section 6.4 of this Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank6.7 hereof; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreement(s), if any; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) each Borrower’s Operating Documents and a good standing certificate of each Borrower certified by the Secretary of State of the State of Nevada and Delaware (as applicable to each Borrower), each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.8 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) duly executed original signatures to the WarrantControl Agreement(s); (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (ig) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, executed by Borrower; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) a Guaranty from the UK Guarantor; (d) a Share Charge executed by the UK Guarantor together with the certificates for the shares charged thereby and transfers of these executed but undated and with the transferee left blank and together also with a Members’ Resolution of the Borrower amending its Articles of Association; (e) a Guaranty from the U.S. Guarantor; (f) a certificate of the Secretary of each Guarantor with respect to incumbency and resolutions authorizing the execution and delivery of its respective Guaranty; (g) legal opinion from Borrower’s counsel, in a form acceptable to Bank; (h) payoff letter from CapitalSource Finance LLC and any documents required to terminate its security interest in Borrower’s assets; (i) the Debenture executed by Borrower; (j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (k) most recent consolidated financial statements of Parent; (l) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (m) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) the Loan Documents; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (e) the completed and executed Borrowing Resolutions for Borrower; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) evidence of insurance; (e) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (f) current financial statements of Borrower; (g) completed perfection certificate of Borrower (the “Perfection Certificate”); (h) a legal opinion of counsel to Borrower; (i) a bailee waiver for each location where Borrower maintains Collateral having a book value in excess of Fifty Thousand Dollars ($50,000); (j) an account control agreement from CNB; (k) duly executed payoff letter from CNB; (l) evidence that (i) the Liens securing Indebtedness owed by Borrower to CNB 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 Credit Extension, be terminated; and (m) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) the Loan Documents; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (e) the completed and executed Borrowing Resolutions for Borrower; (f) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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; (b) the Warrant; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State of the State (or equivalent agency) of Delaware and each other state in which Borrower is qualified to conduct business, each as of a date no earlier than thirty one hundred eighty (30180) days prior to the Effective Date; (ec) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fd) 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 Credit Extension, will be terminated or released; (ge) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (if) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kg) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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 DocumentsDocuments to which it is a party; (b) Duly executed original signatures to the WarrantControl Agreements required pursuant to this Agreement; (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Borrower shall have delivered its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) Duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (fe) Bank shall have received 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 Credit Extension, will be terminated or released; (gf) the Perfection Certificate Borrower shall have delivered a landlord’s consent with respect to each of Borrower, together with the duly ’s leased locations executed original signature theretoin favor of Bank; (hg) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.5 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; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension Term Advance is subject to the condition precedent that Bank shall have received, 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; (b) the Warrant;[Intentionally Omitted.] (c) the SVB Control Agreement and any other Control Agreement required by Bank; (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State State(s) of Delaware and California, as of a date no earlier than thirty (30) days prior to the Effective Date; (ed) duly executed original signatures to the Secretary’s Certificate with completed and executed Borrowing Resolutions for Borrower; (fe) 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 Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hf) a copy of its Investors’ Rights Agreement and any amendments thereto; (ig) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and (kh) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement2.4 hereof.