Common use of CONDITIONS PRECEDENT TO LOAN Clause in Contracts

CONDITIONS PRECEDENT TO LOAN. Lenders’ obligation to make the Loan is subject to the condition precedent that Lenders shall have received, in form and substance satisfactory to Lenders, such documents, and completion of such other matters, as Lenders may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to the Loan Documents; (b) the Operating Documents and good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of 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; (c) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) [Reserved]; (e) certified copies, dated as of a recent date, of financing statement searches, as Lenders 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 Loan, will be terminated or released; (f) payment of the fees and Lender Expenses then due as specified in Section 2.5 hereof; and (g) duly executed subordination agreements by Subsidiaries that would subordinate any outstanding Indebtedness owing from Borrower to such Subsidiaries, which subordination agreement shall (i) be in form and substance similar to the subordination agreements in existence among such Subsidiaries and Silicon Valley Bank and (ii) subordinate such Indebtedness to the Obligations.

CONDITIONS PRECEDENT TO LOAN. Lenders’ The effectiveness of this Agreement and Lender’s obligation to make fund the Loan is Third Tranche amount shall be subject to the condition following conditions precedent that Lenders shall have receivedhaving been met to the satisfaction of Lender, or, alternatively, waived in form and substance satisfactory to Lenders, such documents, and completion of such other matters, as Lenders may reasonably deem necessary or appropriate, including, without limitationwriting by Lender: (a) duly this Agreement shall have been executed signatures to the Loan Documentsand delivered by all parties hereto; (b) the Operating Loan Parties shall have executed and delivered to Lender the Loan Documents and good standing certificates of Borrower certified by to which each is a party including, without limitation, the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of 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 DateSecurity Documents; (c) a secretary’s certificate Lender shall have received certified copies of Borrower with respect to such Borrower’s Operating Documentsthe Organizational Documents of the Loan Parties, incumbency, specimen signatures and the resolutions authorizing the execution execution, delivery and delivery performance of this Agreement and the other Loan Parties’ respective obligations under the Loan Documents to which it is they are a partyparty and the transactions contemplated therein, and the incumbency of the officers of each Loan Party; (d) [Reserved]copies of all shareholder, limited liability and partnership agreements, if any, applicable to the Loan Parties, certified by Borrower to be true, shall have been delivered to Lender’s satisfaction; (e) certified copies, dated as certificates of a recent date, of financing statement searchesstatus or good standing, as Lenders may requestapplicable, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or for all relevant jurisdictions of each Loan Party shall have been or, in connection with the Loan, will be terminated or releaseddelivered to Lender; (f) Borrower shall be in compliance in all material respects with all (if any) Material Contracts and Material Licenses to the satisfaction of Lender and copies of all Material Contracts and Material Licenses if any, applicable to Borrower, shall have been delivered to Lender; (g) evidence of repayment in full of all Debt that is not Permitted Debt owing by the Loan Parties to any third party lenders to the Loan Parties concurrent with the Loan shall have been delivered to Lender; (h) releases, discharges, estoppels and postponements with respect to all Liens which are not Permitted Liens, if any, shall have been delivered to Lender; (i) payment of all amounts and fees payable to Lender; (j) duly executed copies of the fees Security shall have been delivered to Lender and such financing statements or other registrations of such Security, or notice thereof, shall have been filed, registered, entered or recorded in all offices of public record necessary or desirable in the opinion of Lender Expenses then to preserve or protect the charges and security interests created thereby; (k) the share certificates of the Subsidiaries pledged in favour of the Lender pursuant to the Security Documents shall have been delivered to the Lender, duly endorsed in blank (to be delivered within 10 days of the Closing Date); (l) a letter of opinion of counsel to the Borrower along with the opinions of local counsel for Borrower shall have been delivered to Lender. Such opinions shall, amongst other things, confirm that the existing Security and any additional Security delivered in connection with the Loan is first ranking security in favour of Lender in respect to all of the Obligations; (m) the Borrower shall have delivered to Lender certificates of insurance acceptable to Lender showing, inter alia, Lender as a first loss payee as its interest may appear on all insurance policies that insure the assets to be secured by the Security; (n) no Default or Event of Default has occurred and is continuing on the Closing Date or would result from making the Third Tranche; (o) all representations and warranties made by the Loan Parties in the Loan Documents are true and correct in all material respects; (p) no Material Adverse Effect has occurred; (q) all outstanding obligations following the acquisitions of Nomad and FNL have been satisfied; (r) Lender shall have received such additional evidence, documents or undertakings as Lender shall reasonably request to establish the consummation of the transactions contemplated hereby and be satisfied, acting reasonably, as to the taking of all proceedings in connection herewith in compliance with the conditions set forth in this Agreement; (s) Lender shall have completed all due as specified diligence which it considers necessary or appropriate in Section 2.5 hereofits discretion in regard to the Loan Parties and their Property, books and records, operations, prospects and condition (financial or otherwise), including, without limitation, in regards to past and ongoing compliance with Applicable Laws (including Environmental Laws), union and labour relations and pension matters; (t) Lender shall have received a duly completed Perfection Certificate with respect to all of the Loan Parties; and (gu) duly executed subordination agreements by Subsidiaries that would subordinate any outstanding Indebtedness owing from Borrower to such Subsidiaries, which subordination agreement Lender shall have received the Origination Fee (iSection 4.6) be in form and substance similar to the subordination agreements in existence among such Subsidiaries and Silicon Valley Bank and Work Fee (ii) subordinate such Indebtedness to the ObligationsSection 4.7).

CONDITIONS PRECEDENT TO LOAN. Lenders’ Lender’s obligation to make the Loan is subject to the condition precedent that Lenders Lender shall have received, in form and substance satisfactory to LendersLender, such documents, and completion of such other matters, as Lenders Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to the Loan Documents; (b) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of 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; provided that Lender may agree in its sole discretion to extend the deadline for delivering the items in this clause (b) to a date after the Effective Date; (c) a secretary’s certificate of Borrower with respect duly executed signatures to such Borrower’s Operating Documents, incumbency, specimen signatures and the completed resolutions authorizing for each Loan Party approving the execution and delivery of transactions contemplated by this Agreement and the other Loan Documents to which it is a partyAgreement; (d) [Reserved]filings and actions necessary to perfect Liens created hereunder, including without limitation, UCC-1 financing statements in form satisfactory to Lender; (e) certified copies, dated as of a recent date, of financing statement searches, as Lenders may request, accompanied any shareholder consents necessary to approve the transactions contemplated 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 Loan, will be terminated or releasedthis Agreement; (f) payment executed estoppel certificates in form and substance acceptable to Lender duly executed by affiliates of Borrower who invested in Borrower’s last equity offering on or about April 30, 2018; (g) all documentation necessary or reasonably requested by Lender evidencing the fees and Lender Expenses then due as specified in Section 2.5 hereofrelease of all liens securing the obligations described on Schedule 2.1.1; and (gh) such other documents or items as Lender may request, in each case duly executed subordination agreements by Subsidiaries that would subordinate any outstanding Indebtedness owing from Borrower the Loan Parties to such Subsidiaries, which subordination agreement shall (i) be in form further implement and substance similar to effectuate the subordination agreements in existence among such Subsidiaries and Silicon Valley Bank and (ii) subordinate such Indebtedness to purposes of the ObligationsAgreement.

CONDITIONS PRECEDENT TO LOAN. Lenders’ (a) Lender’s obligation to make the initial Loan is subject to the condition precedent that Lenders the Lender shall have received, in form and substance reasonably satisfactory to LendersLender, such documents, documents and evidence of completion of such other matters, as Lenders Lender may reasonably deem necessary or appropriatein connection herewith, including, without limitation: (aiii) duly executed signatures to the Loan Documents; (b) the Operating Documents Borrower’s Certificate of Incorporation and Bylaws and good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of 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; (civ) a secretary’s certificate of completed Perfection Certificate for Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing (the execution and delivery of this Agreement and the other Loan Documents to which it is a party“Initial Perfection Certificate”); (dv) [Reserved]duly executed officer’s certificate for Borrower, in a form reasonably acceptable to the Lender; (evi) certified copies, dated as of a recent datedate no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Lenders may the Lender shall reasonably request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Loan, will be terminated or released; (fvii) payment a bailee waiver executed in favor of the fees and Lender Expenses then due as specified in Section 2.5 hereofrespect of each third party bailee where Borrower maintains Collateral having a book value in excess of [***]; and (gviii) duly executed subordination agreements by Subsidiaries that would subordinate any outstanding Indebtedness owing from Borrower to such Subsidiaries, which subordination agreement shall (i) be in form and substance similar evidence reasonably satisfactory to the subordination agreements Lender that the insurance policies required under this Agreement are in existence among such Subsidiaries full force and Silicon Valley Bank and (ii) subordinate such Indebtedness to effect, together with appropriate evidence showing loss payable clauses or endorsements in favor of the ObligationsLender.

CONDITIONS PRECEDENT TO LOAN. Lenders’ obligation The obligations of Lenders to make the Loan is hereunder are subject to the condition precedent that Lenders satisfaction by Borrower of the following conditions: 4.1. On or prior to the Closing Date, Borrower shall have receiveddelivered to Agent the following (“Closing Deliverables”): (a) executed copies of the Loan Documents and all other documents and instruments reasonably requested by Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Agent with respect to all Collateral (except as provided in Section 7.20), in all cases in form and substance satisfactory reasonably acceptable to Lenders, such documents, and completion of such other matters, as Lenders may reasonably deem necessary or appropriate, including, without limitation:Agent; (ab) duly executed signatures to copy of resolutions of Borrower’s board of directors evidencing approval of the Loan and other transactions evidenced by the Loan Documents; (bc) copies of the Operating Documents Certificate of Incorporation and good standing certificates of Borrower certified by the Secretary of State (Bylaws, or equivalent agency) other organizational documents, as amended through the Closing Date, of Borrower’s jurisdiction of 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; (c) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) [Reserved]a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it is qualified to do business, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (e) certified copiesto the extent invoiced to Borrower prior to the Closing Date, dated as payment of a recent datethe Closing Expense Charge (if not paid prior to the Closing Date). If not invoiced prior to Closing Date, of financing statement searches, as Lenders may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens Closing Expense Charge and out-of-pocket costs associated with filings required to perfect Agent’s security interest or have been or, in connection diligence searches with the Loan, Governmental Authorities will be terminated or releasedpaid following the Closing Date, within ten (10) Business Days from receipt of invoice; (f) payment [reserved]; (g) each document (including any UCC financing statement) required by this Agreement, any related agreement or under law or reasonably requested by Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the fees and Lender Expenses then due as specified Collateral shall be in Section 2.5 hereofproper form to be filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested; (h) executed copy of a Registration Rights Agreement; and (g) duly executed subordination agreements by Subsidiaries that would subordinate any outstanding Indebtedness owing from Borrower to such Subsidiaries, which subordination agreement shall (i) be a Compliance Certificate substantially in the form and substance similar to the subordination agreements in existence among such Subsidiaries and Silicon Valley Bank and (ii) subordinate such Indebtedness to the Obligationsattached hereto as Exhibit C, executed by Borrower.

CONDITIONS PRECEDENT TO LOAN. Lenders’ obligation The obligations of Lender to make the Loan is hereunder are subject to the condition precedent that Lenders satisfaction by Borrower of the following conditions: 4.1 Initial Advance. On or prior to the Closing Date, subject to Section 7.22, Borrower shall have received, in form and substance satisfactory delivered to Lenders, such documents, and completion of such other matters, as Lenders may reasonably deem necessary or appropriate, including, without limitationAgent the following: (a) duly executed signatures copies of (i) the Loan Documents, including but not limited to Account Control Agreements and landlord and bailee agreements, (ii) a legal opinion of Borrower’s counsel and (iii) 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) certified copy of resolutions of Borrower’s Board of Directors evidencing approval of the Loan and other transactions evidenced by the Loan Documents; (bc) certified copies of the Operating Documents Certificate of Incorporation and good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) bylaws, as amended through the Closing Date, of Borrower’s jurisdiction of 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; (c) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) [Reserved]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 could have a Material Adverse Effect; (e) certified copiespayment of the Initial Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, dated as of a recent date, of financing statement searches, as Lenders which amounts may request, accompanied by written evidence (including any UCC termination statements) that be deducted from the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the Loan, will be terminated or releasedinitial Advance; (f) payment all certificates of the fees insurance and Lender Expenses then due endorsements, and copies of each insurance policy, each as specified in Section 2.5 hereofrequired hereunder; and (g) duly executed subordination agreements by Subsidiaries that would subordinate any outstanding Indebtedness owing from Borrower to such Subsidiaries, which subordination agreement shall (i) be in form and substance similar to the subordination agreements in existence among such Subsidiaries and Silicon Valley Bank and (ii) subordinate such Indebtedness to the Obligationsother documents as Agent may reasonably request.