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) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrant; (c) duly executed original signatures to the Control Agreements; (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 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 Certificates of Borrower, together with the duly executed original signatures thereto; (h) a copy of its Registration Rights Agreement, Investors’ Rights Agreement, and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.7 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) 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 AgreementsAgreement 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) 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 Certificates Certificate of Borrower, together with the duly executed original signatures signature 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 6.7 hereof 6.4 of this Agreement 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 (jk) payment of the fees and Bank Expenses then due as specified in Section 2.7 hereof2.9 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 WarrantControl Agreement; (c) duly executed original signatures to the Control Agreements; (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 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 Certificates Certificate of Borrower, together with the duly executed original signatures signature thereto; (h) a copy of its Registration Rights Agreement, Investors’ Rights Agreement, and any amendments thereto; (ig) evidence satisfactory to Bank that the insurance policies required by Section 6.7 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 (jh) payment of the fees and Bank Expenses then due as specified in Section 2.7 2.4 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) duly executed original signatures to the Loan DocumentsWarrant dated as of the Effective Date; (b) duly executed original signatures to the Warrant; (c) duly executed original signatures to the Control Agreements; (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 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 Certificates of Borrower, together with the duly executed original signatures thereto; (he) a copy of its Registration Rights Agreement, Investors’ Rights Agreement, Agreement and any amendments thereto; (if) evidence satisfactory to Bank that the insurance policies required by Section 6.7 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; (jg) payment of the fees and Bank Expenses then due as specified in Section 2.7 2.4 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) duly executed original signatures to the Control Agreements; (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 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 Certificates Certificate of Borrower, together with the duly executed original signatures signature thereto; (h) a copy of its Registration Rights Agreement, Investors’ Rights Agreement, and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (ji) payment of the fees and Bank Expenses then due as specified in Section 2.7 2.4 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) duly executed original signatures to the Control Agreements; (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 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 Certificates Certificate of Borrower, together with the duly executed original signatures signature thereto; (h) a copy of its Registration Rights Agreement, Investors’ Rights Agreement, and any amendments thereto; (if) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 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 (jg) payment of the fees and Bank Expenses then due as specified in Section 2.7 2.3 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 required by Section 6.6(b); (c) duly executed original signatures to the Control Agreements; (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 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 Certificates Certificate of Borrower, together with the duly executed original signatures signature thereto; (h) a copy of its Registration Rights Agreement, Investors’ Rights Agreement, and any amendments thereto; (ig) evidence satisfactory to Bank that the insurance policies required by Section 6.7 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; (jh) payment of the fees and Bank Expenses then due as specified in Section 2.7 2.4 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 WarrantMezzanine Loan Documents and satisfaction (or waiver) of all conditions precedent therein; (c) duly executed original signatures to the Control Agreements; (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) certificate duly executed original signatures by a Responsible Officer or secretary of Borrower with respect to the completed ▇▇▇▇▇▇▇▇’s (i) Operating Documents and (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 Certificates of Borrower, together with the duly executed original signatures theretoPerfection Certificate; (h) a copy of its Registration Rights Agreement, Investors’ Rights Agreement, and any amendments thereto; (ig) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof 5.8 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 (jh) payment of the fees and Bank Expenses then due as specified in Section 2.7 hereof1.4.

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) duly executed the original signatures to the WarrantIntercompany Notes; (c) duly executed original signatures to the Control AgreementsWarrant; (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) duly executed original signatures to the completed 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 Certificates of each Borrower, together with the duly executed original signatures thereto; (g) completion of the Initial Audit by Bank; (h) a copy of its Registration Rights Agreement, 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 6.7 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; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.7 2.4 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 Senior Loan DocumentsAmendment and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the WarrantLoan Documents; (c) duly executed original signatures to the Control Agreements; (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 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 Certificates Certificate of Borrower, together with the duly executed original signatures signature thereto; (h) a copy of its Registration Rights Intellectual Property search results and completed exhibits to the IP Agreement, Investors’ Rights Agreement, and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (ji) payment of the fees and Bank Expenses then due as specified in Section 2.7 2.4 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) duly executed original signatures to the Control Agreements; (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 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 Certificates of Borrower, together with the duly executed original signatures thereto;[reserved] (h) a copy of its Registration Rights Agreement, Investors’ Rights Agreement, and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.7 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 (ji) payment of the fees and Bank Expenses then due as specified in Section 2.7 2.5 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 Warrantany Control Agreements required by Bank; (c) duly executed original signatures to the Control Agreements; (d) 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) 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 Certificates Certificate of Borrower, together with the duly executed original signatures signature thereto; (g) a bailee agreement in favor of Bank from OHL International; (h) a copy of its Registration Rights the IP Agreement, Investors’ Rights Agreement, and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof 6.4 of this Agreement 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) the completion of an initial audit with results satisfactory to Bank in its sole and absolute discretion; (k) payment of the fees and Bank Expenses then due as specified in Section 2.7 hereof2.12 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 WarrantControl Agreement[s]; (c) duly executed original signatures to the Control Agreements; (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 Borrowing Resolutions for BorrowerBorrowers; (e) the Subordination Agreement by Michigan Economic Development Corporation 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 Extension, will be terminated or released; (g) the Perfection Certificates Certificate(s) of each Borrower, together with the duly executed original signatures signature[s] thereto; (h) a copy of its Registration Rights Agreement, Investors’ Rights Agreement, and any amendments theretopayoff letter from Private Bank; (i) evidence satisfactory to Bank that a payoff letter from ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (j) the insurance policies and/or endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice pursuant to Bank (or endorsements reflecting the same) in favor of Bankthis Agreement; and (jk) payment of the fees and Bank Expenses then due as specified in Section 2.7 2.4 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) duly executed original signatures to the Control Agreements; (d) Borrower’s Operating Documents of Borrower and a long-form good standing certificate of (i) Borrower certified by the Secretary of State of the State of Delaware and (ii) Evolv Technologies certified by the Secretary of the Commonwealth (or equivalent agency) of Massachusetts, in each case as of a date no earlier than thirty (30) 30 days prior to the Effective Date; (ec) certificate duly executed original signatures by a Responsible Officer or secretary of Borrower with respect to the completed B▇▇▇▇▇▇▇’s (i) Operating Documents and (ii) Borrowing Resolutions for BorrowerResolutions; (fd) certified copies, dated as of a recent date, of searches for financing statement searches, as Bank shall requeststatements filed 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 Perfection Certificates of Borrower, together with the duly executed original signatures theretoPerfection Certificate of B▇▇▇▇▇▇▇; (hf) a copy legal opinion of its Registration Rights Agreement, Investors’ Rights Agreement, and any amendments theretoB▇▇▇▇▇▇▇’s counsel dated as of the Effective Date; (ig) evidence satisfactory to confirmation by Bank in writing that Borrower is in compliance with the insurance policies required by Liquidity Ratio financial covenant in Section 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 5.8 as of the same) in favor of BankEffective Date; and (jh) payment of the fees and Bank Expenses then due as specified in Section 2.7 1.3 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 WarrantSVB Control Agreement and any other Control Agreements required by Bank; (c) duly executed original signatures to the Control Agreements; (d) 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) 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 Certificates Certificate of Borrower, together with the duly executed original signatures signature thereto; (hg) a copy of its Registration Rights Agreement, Investors’ Rights Agreement, Agreement and any amendments thereto; (ih) evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof 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 and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (ji) payment of the fees and Bank Expenses then due as specified in Section 2.7 hereof2.10 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 original signatures to the Loan Documents; (b) duly executed original signatures to the Warrant, together with a capitalization table and copies of Borrower’s equity documents; (c) duly executed original signatures to the Control Agreements; (d) Borrower’s Operating Documents of Borrower and a long-form good standing certificate certificates of the Borrower certified by the Secretary of State of the State of Delaware and the Secretary of State of the Commonwealth of Massachusetts, in each case as of a date no earlier than thirty (30) 30 days prior to the Effective Date; (ed) certificate duly executed original signatures by a Responsible Officer or secretary of Borrower with respect to the completed Borrower’s (i) Operating Documents and (ii) Borrowing Resolutions for BorrowerResolutions; (fe) certified copies, dated as of a recent date, of searches for financing statement searches, as Bank shall requeststatements filed 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; (f) duly executed Perfection Certificate of Borrower; (g) the Perfection Certificates of Borrower, together with the duly executed original signatures theretosignature to the Stock Pledge Agreement; (h) a copy of its Registration Rights Agreement, Investors’ Rights Agreement, and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.7 5.8 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; (ji) payment of the fees and Bank Expenses then due as specified in Section 2.7 1.3 hereof; and (j) duly executed consent of the investors representing a Required Majority (as defined in the Existing Convertible Note Purchase Agreement) under Borrower’s Indebtedness pursuant to the Existing Convertible Note Purchase 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 copies of signatures to the Loan DocumentsDocuments which are not specifically listed below; (b) duly executed original signatures to the Warrant; (c) duly executed original signatures to the Control Agreements; (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 original copies of signatures to the completed 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 Certificates Certificate of Borrower, together with the duly executed original signatures thereto; (hg) a copy the completion of its Registration Rights Agreement, Investors’ Rights Agreement, and any amendments thereto; (i) evidence the Initial Audit with results satisfactory to Bank that in its sole and absolute discretion (provided however such Initial Audit shall only be a condition precedent to the insurance policies required by Section 6.7 hereof are in full force first Advance and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice not to Bank (or endorsements reflecting the same) in favor making of Bankthe Term Loan); and (jh) payment of the fees and Bank Expenses then due commitment fee as specified in Section 2.7 hereof2.4(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) duly executed original signatures to the WarrantSVB Control Agreement and any other Control Agreements required by Bank; (c) duly executed original signatures to the Control Agreements; (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 Certificates Certificate of Borrower, together with the duly executed original signatures signature thereto; (hg) a copy legal opinion of its Registration Rights AgreementBorrower’s counsel (authority/enforceability), Investors’ Rights Agreement, in form and any amendments theretosubstance acceptable to Bank; (ih) evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof 6.4 of this Agreement 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 including certificates on ▇▇▇▇▇ 25 and ▇▇▇▇▇ 28 forms and endorsements to the policies reflecting the same); (i) in favor the completion of Bank; andthe Initial Audit; (j) payment of the fees and Bank Expenses then due as specified in Section 2.7 hereof2.10 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) duly executed original signatures to the Loan Documents; (b) duly executed original a secretary’s certificate of Borrower certifying as to no change with respect to such Borrower’s Operating Documents, incumbency and specimen signatures to the Warrantand Borrowing Resolutions; (c) duly executed original signatures to the Control Agreements; (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 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 Certificates Certificate of Borrower, together with the duly executed original signatures signature thereto; (h) a copy of its Registration Rights Agreement, Investors’ Rights Agreement, and any amendments thereto; (ie) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (f) with respect to the initial Advance, a completed Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts); and (jg) payment of the fees and Bank Expenses then due as specified in Section 2.7 2.8 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank 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 Warrant; (c) duly executed original signatures to the Control Agreements; (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 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 Certificates completion of Borrower, together the Initial Audit with the duly executed original signatures thereto; (h) a copy of its Registration Rights Agreement, Investors’ Rights Agreement, and any amendments thereto; (i) evidence results satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force its sole and effectabsolute discretion; provided, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice however, Borrower may request Equipment Advances prior to Bank (or endorsements reflecting the same) in favor of Banksuch Initial Audit; and (jh) payment of the fees and Bank Expenses then due as specified in Section 2.7 2.4 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 WarrantSVB Control Agreement and any other Control Agreement required by Bank; (c) duly executed original signatures to the Control Agreements; (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 Certificates Certificate of Borrower, together with the duly executed original signatures signature thereto; (h) a copy of its Registration Rights Agreement, Investors’ Rights Agreement, and any amendments thereto; (ig) evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof 6.4 of this Agreement 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; (h) the completion of an initial audit with results satisfactory to Bank in its sole and absolute discretion; and (ji) payment of the fees and Bank Expenses then due as specified in Section 2.7 hereof2.10 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 original signatures to the Loan Documents; (b) duly executed original signatures to the WarrantControl Agreement[s]; (c) duly executed original signatures to the Control Agreements; (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 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 Certificates Certificate of Borrower, together with the duly executed original signatures thereto; (hg) a copy of its Registration Rights Agreement, Investors’ Rights Agreement, and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies and/or endorsements required by pursuant to Section 6.7 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 (jh) payment of the fees and Bank Expenses then due as specified in Section 2.7 2.4 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) duly executed original signatures to the Control Agreements; (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 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 Certificates Certificate of Borrower, together with the duly executed original signatures thereto; (h) a copy of its Registration Rights Agreement, Investors’ Rights Agreement, and any amendments thereto; (if) evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (jg) payment of the fees and Bank Expenses then due as specified in Section 2.7 2.4 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 Documentsthis Agreement; (b) a duly executed original signatures signature to the Warrant; (c) duly executed original signatures to the Control Agreements; (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 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 Certificates of Borrower, together with the duly executed original signatures thereto; (h) a copy of its Borrower’s Registration Rights Agreement, Agreement and/or Investors’ Rights Agreement, Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (jh) payment of the fees and Bank Expenses then due as specified in Section 2.7 2.3 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) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrant; (c) duly executed original signatures to the Control Agreements; (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 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 Certificates of Borrower, together with the duly executed original signatures thereto; (h) a copy of its Registration Rights Agreement, Investors’ Rights Agreement, and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.7 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 Documents; (b) duly executed original signatures to the Warrant; (c) duly executed original signatures to the Control Agreements; (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) certificate duly executed original signatures by a Responsible Officer or secretary of Borrower with respect to the completed Borrower’s (i) Operating Documents and (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; (e) duly executed Perfection Certificate of Borrower; (f) reserved; (g) the Perfection Certificates of Borrower, together with the duly executed original signatures theretoreserved; (h) a copy of its Registration Rights Agreement, Investors’ Rights Agreement, and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 5.8 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or and additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (ji) payment of the fees and Bank Expenses then due as specified in Section 2.7 1.5 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 WarrantSVB Control Agreement and any other Control Agreements required by Bank; (c) duly executed original signatures to the Control Agreements; (d) 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) 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 Certificates Certificate of each Borrower, together with the duly executed original signatures signature thereto; (hg) a copy First Amendment to and Ratification of its Registration Rights Agreement, Investors’ Rights Agreement, and any amendments theretoSubordination Agreement by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; (ih) evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof 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 and cancellation notice to Bank (or including certificates on ▇▇▇▇▇ 25 and ▇▇▇▇▇ 28 forms and endorsements to the policies reflecting the same) in favor of Bank; andwith respect to each Borrower; (ji) payment of the fees and Bank Expenses then due as specified in Section 2.7 hereof.2.10 of this Agreement; and