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SEC Filings

VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
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an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its Secured Promissory Note, the Borrower shall issue, in lieu thereof, a replacement Secured Promissory Note in the same principal amount thereof and of like tenor.


2.4          Fees. Borrower shall pay to Collateral Agent:


(a)           Facility Fee. A fully earned, non-refundable facility fee of Seventy Five Thousand Dollars ($75,000.00) (the “Facility Fee”) to be shared between the Lenders pursuant to their respective Commitment Percentages, which Facility Fee, to the extent not previously paid, shall be deducted from the initial Credit Extension on the Effective Date;


(b)           Prepayment Fee. The Prepayment Fee, when due hereunder, to be shared between the Lenders in accordance with their respective Pro Rata Shares in accordance with their respective Pro Rata Shares;


(c)           Final Payment. The Final Payment, when due hereunder, to be shared between the Lenders in accordance with their respective Pro Rata Shares;


(d)           Lenders’ Expenses. All Lenders’ Expenses (including reasonable attorneys’ fees and expenses, for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due; and


(e)           Good Faith Deposit. Borrower has paid to each Lender pursuant to each Lender’s respective Commitment Percentage prior to the Effective Date, a good faith deposit of Thirty Seven Thousand Five Hundred Dollars ($37,500.00), in the aggregate, to initiate the Lenders’ due diligence review process which shall be credited against the fees set forth in Section 2.4(a) on the Effective Date.


3              CONDITIONS OF LOANS


3.1          Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make the initial Credit Extension is subject to the condition precedent that the Lenders shall consent to or shall have received, in form and substance satisfactory to the Lenders, such documents, and completion of such other matters, as the Lenders may reasonably deem necessary or appropriate, including, without limitation:


(a)           duly executed original signatures to the Loan Documents to which Borrower is a party;


(b)           duly executed original signatures to the Control Agreements with (i) SVB and its Affiliates, and (ii) State Street;


(c)           duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage in amounts not to exceed the Term Loan;


(d)           Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date;


(e)           duly executed original signatures to the completed Borrowing Resolutions for Borrower;


(f)            the Annual Projections, for the current calendar year;


(g)           Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;


(h)           a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto;