Common use of Initial Advance Clause in Contracts

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of this Agreement, the Loan Documents, the Warrant, Account Control Agreement(s), a legal opinion of Borrower's counsel, Guaranties, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender); (b) certified copy of resolutions of Borrower's board of directors evidencing approval of (i) the Loans and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) 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) payment of the Facility Fee and reimbursement of Lender's current expenses reimbursable pursuant to Section 11.15, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of this Agreement, the Loan Documents, the Warrant, Account Control Agreement(s), a legal opinion of Borrower's counsel, GuarantiesAgreements, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender)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 Loans Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (de) 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; (ef) payment of the Initial Facility Fee Charge and reimbursement of Lender's Agent’s and Lenders’ current expenses reimbursable pursuant to Section 11.15this 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 (fh) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of this Agreement, the Loan DocumentsDocuments (other than the Warrant issued as of the Closing Date, the Warrantwhich was an an original), Account Control Agreement(s)Agreements, a customary legal opinion of Borrower's ’s counsel, Guaranties, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender)Agent; (b) certified copy of resolutions of Borrower's ’s board of directors evidencing approval of (i) the Loans Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) 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; (e) payment of the Closing Date Facility Fee Charge and reimbursement of Agent’s and Lender's ’s current expenses reimbursable pursuant to Section 11.15this Agreement, which amounts may be deducted from the initial Advance; (f) all certificates of insurance and copies of each insurance policy required hereunder; and (fg) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of this Agreement, the Loan Documents, Documents (other than the Warrant, which shall be an original), Account Control Agreement(s)Agreements, a legal opinion of Borrower's counsel, Guaranties, ’s counsel and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender)Agent; (b) certified copy of resolutions of Borrower's ’s board of directors evidencing approval of (i) the Loans Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) 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) payment of a Facility Charge in the Facility Fee amount of $204,663.25 and reimbursement of Agent’s and Lender's ’s current expenses reimbursable pursuant to Section 11.15this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of this Agreement, the Loan Documents, Documents (other than the Warrant, which shall be an original), Account Control Agreement(s), a legal opinion of Borrower's counsel, GuarantiesAgreements, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender)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 ’s Board of directors Managers evidencing approval of (i) the Loans Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation and the BylawsFormation Operating Agreement, as amended through the Closing Date, of Borrower; (de) a certificate of good standing for Borrower from its state of incorporation formation 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; (ef) payment of the Due Diligence Fee, Initial Facility Fee Charge and reimbursement of Lender's Agent’s and the Lenders’ current expenses reimbursable pursuant to Section 11.15this Agreement, which amounts may be deducted from the initial Advance; (g) all certificates of insurance and copies of each insurance policy required hereunder; and (fh) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of this Agreement, the Loan Documents, Documents (other than the Warrant, which shall be an original), Account Control Agreement(s)Agreements, a customary legal opinion of Borrower's ’s counsel, Guaranties, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender)Agent; (b) certified copy of resolutions of Borrower's ’s board of directors evidencing approval of (i) the Loans Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) 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; (e) payment of the Tranche 1-3 Facility Fee Charge and reimbursement of Agent’s and Lender's ’s current expenses reimbursable pursuant to Section 11.15this Agreement, which amounts may be deducted from the initial Advance; (f) all certificates of insurance and copies of each insurance policy required hereunder; and (fg) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower the Borrowers shall have delivered to the Lender the following: (a) executed originals of this Agreement, the Loan Documents, the Warrant, Account Control Agreement(s)Agreements, a legal opinion of Borrower's the Borrowers’ special counsel, Guaranties, and all other documents and instruments reasonably required by 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 Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender); (b) certified copy of resolutions of each Borrower's ’s board of directors evidencing approval of (i) the Loans Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of each Borrower; (d) 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; (e) payment of the Facility Fee Charge and reimbursement of the Lender's ’s current expenses reimbursable pursuant to Section 11.15this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as the Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of this Agreement, the Loan Documents, the Warrant, Account Control Agreement(s), a legal opinion of Borrower's counsel, GuarantiesAgreements, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender)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 Loans Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (de) 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; (ef) payment of the Initial Facility Fee Charge and reimbursement of Lender's Agent’s and Lenders’ current expenses reimbursable pursuant to Section 11.15this 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 (fh) such other documents as Lender Agent may reasonably request.. US-DOCS\130693051.4

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of this Agreement, the Loan Documents, Documents (other than the Warrant, which shall be an original), Account Control Agreement(s), a legal opinion of Borrower's counsel, GuarantiesAgreements, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender)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 Loans Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (de) 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; (ef) payment of the Due Diligence Fee, Initial Facility Fee Charge and reimbursement of Lender's Agent’s and the Lenders’ current expenses reimbursable pursuant to Section 11.15this Agreement, 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 (fi) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) duly executed originals copies of this Agreement, the Loan Documents, the Warrant, Account Control Agreement(s), a legal opinion of Borrower's counsel, Guaranties, Documents and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender)Agent; (b) certified a legal opinion of Borrower’s counsel in form and substance reasonably acceptable to Agent; (c) a copy of resolutions of Borrower's board of directors ’s Board evidencing approval of (i) the Loans Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cd) 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; (de) 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; (ef) payment of the Due Diligence Fee, Initial Facility Fee Charge and reimbursement of Lender's Agent’s and Lenders’ current expenses reimbursable pursuant to Section 11.15this Agreement, 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 each exhibit and addendum thereto; and (fi) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) Subject to Section 7.20, executed originals of this Agreement, the Loan Documents, the Warrant, Account Control Agreement(s)Agreements, a legal opinion of Borrower's ’s counsel, Guaranties, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender)Agent; (b) certified copy of resolutions of Borrower's ’s board of directors evidencing approval of (i) the Loans Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylawsbylaws, as amended through the Closing Date, of Borrower; (d) 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; (e) payment of the Facility Charge and Commitment Fee and reimbursement of Agent’s and Lender's ’s current expenses reimbursable pursuant to Section 11.15this Agreement, which amounts may be deducted from the initial Advance; (l) a duly executed payoff letter from Silicon Valley Bank, in form and substance reasonably acceptable to Agent; and (fm) such other documents as Lender may a duly executed intercreditor agreement by and between Agent 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 Lender the following: (a) executed originals of this Agreement, the Loan Documents, the Warrant, Account Control Agreement(s), a legal opinion of Weil, Gotshal & M▇▇▇▇▇ LLP, Borrower's ’s counsel, Guarantiesin substantially the form of Exhibit [ ], and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender); (b) certified copy of resolutions of Borrower's ’s board of directors evidencing approval of (i) the Loans and other transactions evidenced by the Loan Documents; Documents and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) 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) payment of the Facility Fee Up-Front Payment and reimbursement of Lender's ’s current and reasonable expenses reimbursable pursuant to Section 11.1511.11, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of this Agreement, the Loan Documents, the Warrant, Account Control Agreement(sAgreements (provided that an Account Control Agreement will not be required for the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Account), a legal opinion of Borrower's ’s counsel, Guaranties, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender); (b) certified copy of resolutions of Borrower's ’s board of directors evidencing approval of (i) the Loans Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) 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) payment of the Facility Fee Charge and reimbursement of Lender's ’s current expenses reimbursable pursuant to Section 11.1511.11, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of this Agreement, the Loan DocumentsDocuments (other than the Warrants, the Warrantwhich shall be an original), Account Control Agreement(s)Agreements, a legal opinion of Borrower's counsel, Guaranties, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender)Agent; (b) certified copy of resolutions of Borrower's board of directors evidencing approval of (i) the Loans Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant Warrants and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) 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) payment of the Facility Fee Charge and reimbursement of Agent's and Lender's current expenses reimbursable pursuant to Section 11.15this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender 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 Lender Agent the following: (a) executed originals copies of this the Loan Documents (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 Loan DocumentsClosing Date), the Warrantsubject to Section 7.12, Account Control Agreement(s), a legal opinion of Borrower's counsel, GuarantiesAgreements, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender)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 Loans Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (de) 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; (ef) payment of the Due Diligence Fee, Initial Facility Fee Charge and reimbursement of Lender's Agent’s and the Lenders’ current expenses reimbursable pursuant to Section 11.15this Agreement, which amounts may be deducted from the initial Advance; (g) all certificates of insurance and copies of each insurance policy required hereunder; and (fh) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of this Agreement, the Loan Documents, Documents (other than the Warrant, which shall be an original), Account Control Agreement(s), a legal opinion of Borrower's counsel, GuarantiesAgreements, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender)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 Loans Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cd) 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; (de) 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; (ef) payment of the Due Diligence Fee, Initial Facility Fee Charge and reimbursement of Lender's Agent’s and the Lenders’ current expenses reimbursable pursuant to Section 11.15this Agreement, 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 (fi) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of this Agreement, the Loan Documents, the Warrant, Account Control Agreement(s), a legal opinion of Borrower's counsel, Guaranties, the Subordination Agreements and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender);; Zosano Pharma, Inc. LSA (b) certified copy of resolutions of Borrower's ’s and ZP Holdings’ board of directors evidencing approval of (i) the Loans Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) 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) payment of the Facility Charge and Commitment Fee (both of which have already been paid) and reimbursement of Lender's ’s current expenses reimbursable pursuant to Section 11.15this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of this Agreement, the Loan Documents, Documents (other than the Warrant, which shall be an original), Account Control Agreement(s), a legal opinion of Borrower's counsel, GuarantiesAgreements, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender)Agent; (b) a legal opinion of ▇▇▇▇▇▇▇▇’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 Loans Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (de) 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; (ef) payment of the Due Diligence Fee, Initial Facility Fee Charge and reimbursement of Lender's Agent’s and the Lenders’ current expenses reimbursable pursuant to Section 11.15this Agreement, which amounts may be deducted from the initial Advance; (g) all certificates of insurance and copies of each insurance policy required hereunder; and (fh) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of this Agreement, the Loan Documents, Documents (other than the Warrant, which shall be an original), Account Control Agreement(s), a legal opinion of Borrower's counsel, GuarantiesAgreements, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender)Agent; (b) a legal opinion of ▇▇▇▇▇▇▇▇’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 Loans Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (de) 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; (ef) payment of the Due Diligence Fee, Initial Facility Fee Charge and reimbursement of Lender's Agent’s and the Lenders’ current expenses reimbursable pursuant to Section 11.15this Agreement, 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 (fi) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals copies of this Agreement, the Loan DocumentsDocuments (other than the Warrants, the Warrantwhich shall be an original), Account Control Agreement(s)Agreements, a legal opinion of Borrower's ’s counsel, Guaranties, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender)Agent; (b) certified copy of resolutions of Borrower's board of directors ’s Board evidencing approval of (i) the Loans Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant Warrants and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) 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) payment of the Due Diligence Fee, the Facility Fee Charge and reimbursement of Agent’s and Lender's ’s current expenses reimbursable pursuant to Section 11.15this Agreement, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed originals of this Agreement, the Loan Documents, the Warrant, Account Control Agreement(s)Agreements, a legal opinion of Borrower's ’s counsel, Guaranties, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender)Agent; (b) certified copy of resolutions of Borrower's ’s board of directors evidencing approval of (i) the Loans Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) 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 Facility Fee Charge and reimbursement of Agent’s and Lender's ’s current expenses reimbursable pursuant to Section 11.15this Agreement, which amounts may be deducted from the initial Advance; 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 any non-legal transaction costs and non-legal due diligence expenses incurred by Agent and Lender through the Closing Date; and (fg) such other documents as Lender Agent may reasonably request.