Common use of Initial Advance Clause in Contracts

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

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Agent Lender the following: (a) executed copies originals of this Agreement, the Loan Documents, the Warrant, Account Control AgreementsAgreement(s), a legal opinion of Borrower's counsel, Guaranties, and all other documents and instruments reasonably required by Agent Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Agent Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to AgentLender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender); (b) a legal opinion of Borrower’s counsel, in form and substance reasonably acceptable to Agent; (c) certified copy of resolutions of Borrower’s 's board of directors evidencing approval of (i) the Loan Loans and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (dc) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (ed) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (fe) payment of the Initial Facility Charge Fee and reimbursement of Agent’s and Lenders’ Lender's current expenses reimbursable pursuant to this Agreement and which have been invoiced to Borrower prior to the date hereofSection 11.15, which amounts may be deducted from the initial Advance; (g) all certificates of insurance and copies of each insurance policy required hereunder; and (hf) such other documents as Agent Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Agent the following: (a) executed copies of the Loan DocumentsDocuments (other than the Warrant, which shall be an original), Account Control Agreements, a customary legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Agent; (b) a legal opinion of Borrower’s counsel, in form and substance reasonably acceptable to Agent; (c) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (dc) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (ed) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (fe) payment of the Initial Tranche 1-3 Facility Charge and reimbursement of Agent’s and Lenders’ Lender’s current expenses reimbursable pursuant to this Agreement and which have been invoiced to Borrower prior to the date hereofAgreement, which amounts may be deducted from the initial Advance; (gf) all certificates of insurance and copies of each insurance policy required hereunder; and (hg) such other documents as Agent may reasonably request.

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

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

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

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Agent the following: (a) executed copies of the Loan Documents, Account Control Agreements, and all other documents and instruments reasonably required by Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Agent; (b) a legal opinion of Borrower’s counsel, in form and substance reasonably acceptable to Agent; (c) certified copy of resolutions of Borrower’s board of directors evidencing approval of the Loan and other transactions evidenced by the Loan Documents; (d) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (e) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (f) payment of the Initial Facility Charge and reimbursement of Agent’s and Lenders’ current expenses reimbursable pursuant to this Agreement and which have been invoiced to Borrower prior to the date hereof, which amounts may be deducted from the initial Advance; (g) all certificates of insurance and copies of each insurance policy required hereunder; and (h) such other documents as Agent may reasonably request.. US-DOCS\130693051.4

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Agent the following: (a) Subject to Section 7.20, executed copies originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Agent; (b) a legal opinion of Borrower’s counsel, in form and substance reasonably acceptable to Agent; (c) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (dc) certified copies of the Certificate of Incorporation and the Bylawsbylaws, as amended through the Closing Date, of Borrower; (ed) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would reasonably be expected to have a Material Adverse Effect; (fe) payment of the Initial Facility Charge and Commitment Fee and reimbursement of Agent’s and Lenders’ Lender’s current expenses reimbursable pursuant to this Agreement and which have been invoiced to Borrower prior to the date hereofAgreement, which amounts may be deducted from the initial Advance; (gl) all certificates of insurance a duly executed payoff letter from Silicon Valley Bank, in form and copies of each insurance policy required hereundersubstance reasonably acceptable to Agent; and (hm) such other documents as a duly executed intercreditor agreement by and between Agent may and Pinnacle Ventures, L.L.C., acknowledged by Borrower, in form and substance reasonably request.acceptable to Agent (the “Pinnacle Intercreditor Agreement”); and

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

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

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Agent the following: (a) executed copies of the Loan DocumentsDocuments (other than (x) the landlord waiver (or similar) for Borrower’s Cambridge, MA leased location, which shall be delivered to Agent within fifteen (15) days of the Closing Date; and (y) the Pledge Agreement, which shall be delivered to Agent within fifteen (15) days of the Closing Date), subject to Section 7.12, Account Control Agreements, and all other documents and instruments reasonably required by Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Agent; (b) a legal opinion of Borrower’s counsel, counsel in form and substance reasonably acceptable to Agent;, (c) certified copy of resolutions of Borrower’s board of directors evidencing approval of the Loan and other transactions evidenced by the Loan Documents; (d) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (e) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (f) payment of the Due Diligence Fee, Initial Facility Charge and reimbursement of Agent’s and the Lenders’ current expenses reimbursable pursuant to this Agreement and which have been invoiced to Borrower prior to the date hereofAgreement, which amounts may be deducted from the initial Advance; (g) all certificates of insurance and copies of each insurance policy required hereunder; and (h) such other documents as Agent may reasonably request.

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

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Agent Lender the following: (a) executed copies originals of the Loan Documents, Account Control Agreementsa legal opinion of Weil, Gotshal & M▇▇▇▇▇ LLP, Borrower’s counsel, in substantially the form of Exhibit [ ], and all other documents and instruments reasonably required by Agent Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Agent Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to AgentLender; (b) a legal opinion of Borrower’s counsel, in form and substance reasonably acceptable to Agent; (c) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan Loans and other transactions evidenced by the Loan DocumentsDocuments and (ii) the Warrant and transactions evidenced thereby; (dc) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (ed) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (fe) payment of the Initial Facility Charge Up-Front Payment and reimbursement of AgentLender’s current and Lenders’ current reasonable expenses reimbursable pursuant to this Agreement and which have been invoiced to Borrower prior to the date hereofSection 11.11, which amounts may be deducted from the initial Advance; (g) all certificates of insurance and copies of each insurance policy required hereunder; and (hf) such other documents as Agent Lender may reasonably request.

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

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Agent the following: (a) executed copies of the Loan DocumentsDocuments (other than the Warrants, which shall be an original), Account Control Agreements, a legal opinion of Borrower's counsel, and all other documents and instruments reasonably required by Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Agent; (b) a legal opinion of Borrower’s counsel, in form and substance reasonably acceptable to Agent; (c) certified copy of resolutions of Borrower’s 's board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrants and transactions evidenced thereby; (dc) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (ed) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (fe) payment of the Initial Facility Charge and reimbursement of Agent’s 's and Lenders’ Lender's current expenses reimbursable pursuant to this Agreement and which have been invoiced to Borrower prior to the date hereofAgreement, which amounts may be deducted from the initial Advance; (g) all certificates of insurance and copies of each insurance policy required hereunder; and (hf) such other documents as Agent may reasonably requestrequest or be required by this Agreement, including (i) the development plan and timeline to be delivered pursuant to the definition of Milestone and (ii) the Financial Forecast.

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

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

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

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Agent the following: (a) executed copies of the Loan DocumentsDocuments (other than the Warrant, which shall be an original), Account Control Agreements, and all other documents and instruments reasonably required by Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Agent; (b) a legal opinion of Borrower’s counsel, counsel in form and substance reasonably acceptable to Agent;, (c) certified copy of resolutions of Borrower’s board of directors evidencing approval of the Loan and other transactions evidenced by the Loan Documents; (d) certified copies of the Certificate of Incorporation (certified by the Secretary of State of its state of incorporation) and the Bylaws, as amended through the Closing Date, of Borrower; (e) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (f) payment of the Due Diligence Fee, Initial Facility Charge and reimbursement of Agent’s and the Lenders’ current expenses reimbursable pursuant to this Agreement and which have been invoiced to Borrower prior to the date hereofAgreement, which amounts may be deducted from the initial Advance; (g) all certificates of insurance and copies of each insurance policy and endorsements required hereunder; (h) a duly executed copy of the Perfection Certificate and each exhibit and addendum thereto; and (hi) such other documents as Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Agent Lender the following: (a) executed copies originals of the Loan Documents, Account Control AgreementsAgreements (provided that an Account Control Agreement will not be required for the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Account), a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Agent Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Agent Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to AgentLender; (b) a legal opinion of Borrower’s counsel, in form and substance reasonably acceptable to Agent; (c) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (dc) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (ed) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (fe) payment of the Initial Facility Charge and reimbursement of AgentLender’s and Lenders’ current expenses reimbursable pursuant to this Agreement and which have been invoiced to Borrower prior to the date hereofSection 11.11, which amounts may be deducted from the initial Advance; (g) all certificates of insurance and copies of each insurance policy required hereunder; and (hf) such other documents as Agent Lender may reasonably request.