Common use of Conditions Precedent to Initial Funding Clause in Contracts

Conditions Precedent to Initial Funding. The obligations of the Banks to make any Revolving Loan to the Borrower on the Initial Borrowing Date are subject to the fulfillment of the following conditions precedent. The Agent shall have received on or before the Initial Borrowing Date each of the following documents and instruments, each dated such date, in form and substance satisfactory to the Agent: (a) a certificate of the Secretary of the Borrower dated the Closing Date, certifying that (i) attached thereto are true and complete copies of the resolutions of the board of directors of the Borrower authorizing the execution, delivery and performance by the Borrower of this Agreement and the Related Documents to which it is a party, and (ii) said resolutions are all the resolutions adopted by the board of directors of the Borrower in connection with the transactions contemplated thereby and are in full force and effect without modification as of such date; (i) a copy of the Certificate of Incorporation of the Borrower certified as of a recent date by the Secretary of State of Delaware; (ii) a certificate of said Secretary of State as to the due organization, corporate existence and good standing of the Borrower as of a recent date; (iii) certificates of good standing of the Secretary of State of each jurisdiction in which the Borrower is qualified to do business; and (iv) a certificate of the Secretary or Assistant Secretary of the Borrower dated the Closing Date, certifying (A) that attached thereto is a true and complete copy of the Certificate of Incorporation and By-laws as in effect on the date of such certification, (B) that its Certificate of Incorporation has not been amended since the date of the last amendment thereto indicated in the certificate of the Secretary of State furnished pursuant to clause (i) above, and (C) as to the incumbency and signatures of each of its officers executing this Agreement and the Related Documents to which it is a party; (c) this Agreement, the Revolving Notes, the Assignment of Leases, the Leases, the Memorandum of Lease, the Estoppel Letters, the Subordination Agreement, the Guaranty, the Inventory Confirmations, the Processor Agreements, the Assignment and Sale Agreement and any other Related Documents duly executed by all the parties thereto (other than the Bank Parties); (d) evidence that all actions necessary or, in the opinion of the Agent and its counsel, desirable, to create and perfect the security interests and other Liens granted under this Agreement and the Related Documents, have been duly taken and that there are no security interests senior to the security interests granted in favor of the Bank Parties; (e) receipt of all appropriate Uniform Commercial Code, tax lien and judgment searches, dated as of a date that is within a recent date of the Closing Date; (f) an opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to the Borrower, or other counsel satisfactory to the Agent, substantially in the forms of Exhibit 5.01(f) hereto; (g) such consents, approvals or acknowledgments with respect to such of the transactions hereunder as may be necessary or as the Agent or its counsel may deem appropriate;

Conditions Precedent to Initial Funding. The obligations obligation of the Banks each Lender to make any Revolving Loan to the Borrower on the Initial Borrowing Date are initial Advance(s) is subject to the fulfillment of the following conditions precedent. The precedent that Agent shall have received on or before the Initial Borrowing Date each of the following documents and instruments, each dated such datereceived, in form and substance satisfactory to Agent, or that Agent shall have waived in writing the Agentrequirement to receive such item, all of the following: (a) a Satisfaction of all conditions precedent in Section 3.2; (b) The Loan Documents (other than the Control Agreements) duly executed by Borrowers and any Loan Party and each other party thereto; (c) The Payoff Letter fully executed by Silicon Valley Bank evidencing repayment of all of the Indebtedness of Borrowers to Silicon Valley Bank and those other lenders for which Silicon Valley Bank may serve as agent and release of any Liens upon Borrowers’ property or assets existing as collateral for the obligations to Silicon Valley Bank as collateral agent on behalf of various lenders, other than any Deposit Account (and the funds therein) that is used to cash collateralize obligations of the Borrowers pursuant to existing letters of credit that will continue after the payoff date so long as the same constitute letters of credit in compliance with the definition of Permitted Indebtedness, and which Payoff Letter shall further provide that notwithstanding any possession by Silicon Valley Bank (or any custodian holding by or on behalf of Silicon Valley Bank) of any stock certificates evidencing ownership interests by Grove in Holdings, any such Lien shall be terminated as of the payoff; (d) A duly executed officer’s certificate of each Borrower and any other Loan Party containing the Secretary of the Borrower dated the Closing Date, certifying that following documents: (i) attached thereto are true and complete copies current certificate of the resolutions of the board of directors of the Borrower authorizing the executionincorporation or organization, delivery and performance by the Borrower of this Agreement and the Related Documents to which it is a party, and as applicable (ii) said resolutions are all the resolutions adopted by the board of directors of the Borrower in connection with the transactions contemplated thereby and are in full force and effect without modification as of such date; (i) a copy of the Certificate of Incorporation of the Borrower each certified as of a recent date by the Secretary of State for the relevant state of Delaware; formation within thirty (30) days of the Closing Date), (ii) a certificate of said Secretary of State bylaws or operating agreement, as to the due organizationapplicable, corporate existence and good standing of the Borrower as of a recent date; (iii) certificates resolutions authorizing the Loan Documents and, in the case of good standing of Holdings, the Secretary of State of each jurisdiction in which the Borrower is qualified to do business; Equity Grant Documents, and (iv) a certificate of the Secretary or Assistant Secretary of the Borrower dated the Closing Date, certifying (A) that attached thereto is a true and complete copy of the Certificate of Incorporation and By-laws as in effect on the date of such certification, (B) that its Certificate of Incorporation has not been amended since the date of the last amendment thereto indicated in the certificate of the Secretary of State furnished pursuant to clause (i) above, and (C) as to the incumbency and signatures of each of its officers executing this Agreement and the Related Documents to which it is a party; (c) this Agreement, the Revolving Notes, the Assignment of Leases, the Leases, the Memorandum of Lease, the Estoppel Letters, the Subordination Agreement, the Guaranty, the Inventory Confirmations, the Processor Agreements, the Assignment and Sale Agreement and any other Related Documents duly executed by all the parties thereto (other than the Bank Parties); (d) evidence that all actions necessary or, in the opinion of the Agent and its counsel, desirable, to create and perfect the security interests and other Liens granted under this Agreement and the Related Documents, have been duly taken and that there are no security interests senior to the security interests granted in favor of the Bank Partiesrepresentative signatures; (e) receipt A good standing certificate from each Borrower’s state of all appropriate Uniform Commercial Codeformation and from any state where such party is, tax lien or is required to be, qualified to do business, and judgment searchesin the case of each Borrower’s state of formation and the State of California for Grove, dated as certified by the Secretary of a date that is State for such relevant state within a recent date thirty (30) days of the Closing Date; (f) an opinion All necessary consents of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel stockholders or members and other third parties of each Borrower with respect to the Borrowerexecution, or other counsel satisfactory to delivery and performance of the Agent, substantially in the forms of Exhibit 5.01(f) heretoLoan Documents; (g) such consents[Reserved]; (h) Payment of any expenses pursuant to Section 2.5(b) hereof and the one hundred thousand dollar ($100,000) due diligence fee (which has previously been paid to Agent pursuant to the Term Sheet), approvals or acknowledgments which fee shall be deemed earned as of the date paid and non-refundable; (i) All documentation and other information which Agent reasonably requests with respect to such any Loan Party in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, IRS Form W-9 and other applicable tax forms; (j) The Current Financial Statements of Borrowers shall have been delivered to Agent; (k) Evidence satisfactory to Agent of the transactions hereunder insurance coverage required by this Agreement; (l) Opinion(s) of outside counsel to the Borrowers and the other Loan Parties, in form, scope and substance reasonably satisfactory to Agent; Loan and Security Agreement – Grove Collaborative, Inc. 26 (m) Evidence satisfactory to Agent of the filing of such Uniform Commercial Code financing statements as may be required by Agent for perfecting Agent’s security interests in all of the Collateral; and such other documents, instruments and agreements as Agent shall reasonably request to evidence the perfection and priority of Agent’s security interests in the Collateral; (n) Subject to Section 6.14, such Landlord Subordination and Access Agreements or Notice and Access Agreements as Agent may deem necessary regarding locations at which any Collateral is or will be stored or otherwise located; (o) Results of a recent lien search, which search shall reveal no Liens on any of the Collateral except for Permitted Liens or Liens discharged on or before the Closing Date pursuant to a payoff letter or other documentation in form and substance reasonably satisfactory to Agent, duly executed by such lien holder; (p) [Reserved]; (q) The representations and warranties contained in this Agreement and in any other Loan Document shall be true and correct on and as of the Closing Date and the date of the initial Advance on the initial Funding Date and the making of the initial Advance shall be deemed to be a representation and warranty by Borrowers on the date of such Advance as to the accuracy of the facts referred to in this Section 3.1(q); and (r) Such other documents, instruments and certificates, and completion of such other matters, as Agent may deem necessary or as the Agent or its counsel may deem appropriate;.

Conditions Precedent to Initial Funding. The obligations of obligation the Banks Initial Lender to make any Revolving Loan to the Borrower on the Initial Borrowing Date are Loans hereunder is subject to the fulfillment satisfaction of the following conditions precedent. : (a) The Agent shall have received on or before Administrative Agent’s receipt of the Initial Borrowing Date following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the following documents and instrumentssigning Loan Party, each dated such datethe Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (a) a certificate of the Secretary of the Borrower dated the Closing Date, certifying that (i) attached thereto are true and complete copies of the resolutions of the board of directors of the Borrower authorizing the execution, delivery and performance by the Borrower executed counterparts of this Agreement and the Related Documents to which it is a party, and Guaranty; (ii) said resolutions are all the resolutions adopted by the board of directors executed counterparts of the Security Agreement together with (A) stock certificates representing pledged shares and (B) UCC financing statements to be filed against the Borrower and each Guarantor, as debtor, in favor of the Administrative Agent, as secured party; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the transactions contemplated thereby and are in full force and effect without modification as of such date; (i) a copy of the Certificate of Incorporation of the Borrower certified as of a recent date by the Secretary of State of Delaware; (ii) a certificate of said Secretary of State as to the due organization, corporate existence and good standing of the Borrower as of a recent date; (iii) certificates of good standing of the Secretary of State of each jurisdiction in which the Borrower is qualified to do business; and (iv) a certificate of the Secretary or Assistant Secretary of the Borrower dated the Closing Date, certifying (A) that attached thereto is a true and complete copy of the Certificate of Incorporation and By-laws as in effect on the date of such certification, (B) that its Certificate of Incorporation has not been amended since the date of the last amendment thereto indicated in the certificate of the Secretary of State furnished pursuant to clause (i) above, and (C) as to the incumbency and signatures of each of its officers executing this Agreement and the Related other Loan Documents to which it such Loan Party is a party; (civ) this Agreementsuch documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Revolving Notes, the Assignment Borrower and each Guarantor is validly existing and in good standing in its jurisdiction of Leases, the Leases, the Memorandum of Lease, the Estoppel Letters, the Subordination Agreement, the Guaranty, the Inventory Confirmations, the Processor Agreements, the Assignment and Sale Agreement and any other Related Documents duly executed by all the parties thereto (other than the Bank Parties)organization or formation; (dv) evidence that all actions necessary or, in the opinion of the Agent and its counsel, desirable, to create and perfect the security interests and other Liens granted under this Agreement and the Related Documents, have been duly taken and that there are no security interests senior to the security interests granted in favor of the Bank Parties; (e) receipt of all appropriate Uniform Commercial Code, tax lien and judgment searches, dated as of a date that is within a recent date of the Closing Date; (f) an favorable opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇Chance LLP, counsel to the BorrowerLoan Parties, or other counsel addressed to the Administrative Agent and each Lender in form and substance reasonably satisfactory to the Agent, substantially in the forms Administrative Agent and its counsel addressing such matters as are customary for transactions of Exhibit 5.01(f) heretothis type; (gvi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or acknowledgments with respect (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in this Section 4.01 have been satisfied; (viii) Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date; (ix) a certificate signed by the chief financial officer of the transactions hereunder as may be necessary or Borrower in form and substance reasonably acceptable to the Administrative Agent certifying that after the consummation of the Acquisition and the making of the Loans, the Borrower and its Subsidiaries are Solvent. (x) such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request. (b) The representations and warranties of the Borrower set forth in Sections 5.01(a), 5.01(b)(ii), 5.02(a), 5.02(c), 5.04, 5.19 and to the extent of the Collateral and/or perfection documentation delivered in accordance with Section 4.01(a)(ii), 5.21 shall be true and correct in all material respects on and as of the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its counsel may deem appropriate;objection thereto.