Common use of All Advances Clause in Contracts

All Advances. On each Advance Date: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b), duly executed by Xxxxxxxx’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer, and (ii) any other documents Agent may reasonably request in its good faith business discretion. (b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. (d) With respect to any Advance pursuant to Tranche II, Borrower shall have paid the Tranche II Facility Charge. (e) With respect to any Advance pursuant to Tranche III, Borrower shall have paid the Tranche III Facility Charge. (f) With respect to any Advance pursuant to Tranche IV, Borrower shall have paid the Tranche IV Facility Charge. (g) With respect to any Advance pursuant to Tranche V, Borrower shall have paid the Tranche V Facility Charge. Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.

All Advances. On each Advance Date: (a) Agent Lender shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b) or Section 2.2(d), as applicable, duly executed by Xxxxxxxxeach Borrower’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer, and (ii) any other documents Agent may reasonably request in its good faith business discretionequivalent position. (b) The representations and warranties set forth in this Agreement and each other Loan Document shall be true and correct in all material respects on and as of the applicable Advance Date (other than to the extent that any representation and warranty is already qualified by materiality, in which case, such representation and warranty shall be true and correct as of such date) with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (c) Each Borrower and the Borrowers, collectively shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. (d) With respect to any Advance pursuant to Tranche II, Borrower shall have paid the Tranche II Facility Charge. (e) With respect to any Advance pursuant to Tranche III, Borrower shall have paid the Tranche III Facility Charge. (f) With respect to any Advance pursuant to Tranche IV, Borrower shall have paid the Tranche IV Facility Charge. (g) With respect to any Advance pursuant to Tranche V, Borrower shall have paid the Tranche V Facility Charge. Each Advance Request shall be deemed to constitute a representation and warranty by each Borrower on the relevant Advance Date as to the matters specified in subsections paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request. (e) In connection with any Advance Request for a Revolving Loan Advance, Lender shall have received the documents required pursuant to Section 2.1(b) hereof. (f) In connection with any Advance Request for am Equipment Term Loan Advance, Lender shall have received the documents required pursuant to Section 2.2(d) hereof.

All Advances. On each Advance Date: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b), duly executed by Xxxxxxxx’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer, and (ii) any other documents Agent may reasonably request in its good faith business discretion. (b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. (d) With respect to any Advance pursuant to Tranche II, Borrower shall have paid the Tranche II Facility Charge. (e) With respect to any Advance pursuant to Tranche III, Borrower shall have paid the Tranche III Facility Charge. (f) With respect to any Advance pursuant to Tranche IV, Borrower shall have paid the Tranche IV Facility Charge. (g) With respect to any Advance pursuant to Tranche V, Borrower shall have paid the Tranche V Facility Charge. (h) With respect to any Advance pursuant to Tranche VI, Borrower shall have paid the Tranche VI Facility Charge. Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.”

All Advances. On each Advance Date: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b2.2(b), duly executed by XxxxxxxxBorrower’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Financial Officer, and (ii) any other documents Agent may reasonably request request; provided that, if Agent and the Lenders make any Advance, then the requirement set forth in its good faith business discretionclause (ii) shall be deemed to have been satisfied to Agent’s knowledge with respect to such Advance. (b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (c) Borrower shall be in material compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance Advance, no Default or Event of Default shall have occurred and be continuing. (d) With respect to any Advance pursuant to Tranche II, Borrower shall have paid the Tranche II Facility Charge[Reserved]. (e) With respect to the Tranche 1C Advance, the Tranche 2 Advance, the Tranche 3 Advance and any Advance pursuant to Tranche III4 Advance, the Borrower shall have paid the Tranche III 1C Facility Charge, the Tranche 2 Facility Charge, the Tranche 3 Facility Charge or the Tranche 4 Facility Charge, as applicable. (f) With respect to any Advance pursuant to Tranche IV, Borrower shall have paid the Tranche IV Facility Charge. (g) With respect to any Advance pursuant to Tranche V, Borrower shall have paid the Tranche V Facility Charge. Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.

All Advances. On each Advance DateDate for the Additional Tranche I Term Loan Advance and, as applicable, the Tranche II Term Loan Advance: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b), duly executed by XxxxxxxxBorrower’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Financial Officer, and (ii) any other documents Agent may reasonably request in its good faith business discretionrequest. (b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. (d) With respect to any Advance pursuant to Tranche II, Borrower shall have paid the Tranche II Facility Charge. (e) With respect to any Advance pursuant to Tranche III, Borrower shall have paid the Tranche III Facility Charge. (f) With respect to any Advance pursuant to Tranche IV, Borrower shall have paid the Tranche IV Facility Charge. (g) With respect to any Advance pursuant to Tranche V, Borrower shall have paid the Tranche V Facility Charge. Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request. (e) With respect to the Tranche II Term Loan Advance, Lender’s obligation to make such Advance is subject to and conditioned on Borrower’s achievement of each element of the Milestone in accordance with the definition thereof. (f) With respect to, and as a condition to Lender making the Tranche II Term Loan Advance, Borrower shall pay the Second Facility Charge, which amount may be deducted from the Tranche II Term Loan Advance.

All Advances. On each Advance Date: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b2.2(b), duly executed by XxxxxxxxParent’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Financial Officer, (ii) an original Warrant in form and substance reasonably acceptable to Agent, exercisable for a number of shares equal to 1% of the relevant Advance divided by the share price as reflected in the Warrant issued as of the Closing Date, and (iiiii) any other documents Agent may reasonably request request; provided that, if Agent and the Lenders make any Advance, then the requirement set forth in its good faith business discretionclause (iii) shall be deemed to have been satisfied to Agent’s knowledge with respect to such Advance. (b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. (d) With respect to any Advance pursuant to Tranche II, Borrower shall have paid the Tranche II Facility Charge. (e) With respect to any Advance pursuant to Tranche III, Borrower shall have paid the Tranche III Facility Charge. (f) With respect to any Advance pursuant to Tranche IV, Borrower shall have paid the Tranche IV Facility Charge. (g) With respect to any Advance pursuant to Tranche V, Borrower shall have paid the Tranche V Facility Charge. Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.

All Advances. On each Advance Date: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b2.2(c), each duly executed by XxxxxxxxBorrower’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Financial Officer, and (ii) any other documents Agent may reasonably request in its good faith business discretionrequest. (b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. (d) With with respect to any Advance pursuant Tranche 3 Advance, or Tranche 4 Advance, the Borrower shall have paid each Tranche 3 Facility Charge, or each Tranche 4 Facility Charge, as applicable; (e) with respect to any Tranche II2 Advance, Borrower shall have paid satisfied the Tranche II Facility Charge.2 Draw Test before such Tranche 2 Advance; and (ef) With with respect to any Advance pursuant to Tranche III3 Advance, Borrower shall have paid satisfied the Tranche III Facility Charge. (f) With respect to any Advance pursuant to 3 Draw Test before such Tranche IV, Borrower shall have paid the Tranche IV Facility Charge. (g) With respect to any Advance pursuant to Tranche V, Borrower shall have paid the Tranche V Facility Charge3 Advance. Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.

All Advances. On each Advance Date: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b2.2(b), each duly executed by XxxxxxxxBorrower’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Financial Officer, and (ii) any other documents Agent may reasonably request in its good faith business discretionrequest. (b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects (or, if such representations and warranties are already qualified by materiality, in all respects) on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if such representations and warranties are already qualified by materiality, in all respects) on and as of such earlier date. (c) Borrower with respect to any Tranche 2 Advance and Tranche 3 Advance, a Warrant (provided that an original of the Warrant shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part delivered to be observed or performed, and at the time Agent within three (3) Business Days of and immediately after such Advance no Event Date) covering 2% of Default shall have occurred any such Advance in a manner consistent with the Warrant issued on the Closing Date, in form and be continuingsubstance reasonably acceptable to Agent. (d) With with respect to any Advance pursuant to Tranche II4 Advance, Borrower the Loan Parties shall have paid the Tranche II 4 Facility Charge. (e) With respect to any Advance pursuant to Tranche III, Borrower shall have paid the Tranche III Facility Charge. (f) With respect to any Advance pursuant to Tranche IV, Borrower shall have paid the Tranche IV Facility Charge. (g) With respect to any Advance pursuant to Tranche V, Borrower shall have paid the Tranche V Facility Charge. Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.

All Advances. On each Advance Date: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b), duly executed by XxxxxxxxBorrower’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer, and (ii) any other documents Agent may reasonably request in its good faith business discretion. (b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. (d) With respect to any Advance pursuant to Tranche II, Borrower shall have paid the Tranche II Facility Charge. (e) With respect to any Advance pursuant to Tranche III, Borrower shall have paid the Tranche III Facility Charge. (fe) With respect to any Advance pursuant to Tranche IV, Borrower shall have paid the Tranche IV Facility Charge. (g) With respect to any Advance pursuant to Tranche V, Borrower shall have paid the Tranche V Facility Charge. Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.

All Advances. On each Advance Date: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b2.2(b), each duly executed by Xxxxxxxx’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Officerprincipal accounting officer, and (ii) any other documents Agent may reasonably request in its good faith business discretionrequest. (b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. (d) With respect to any Advance pursuant to Tranche II, Borrower shall have paid the Tranche II Facility Charge. (e) With respect to any Advance pursuant to Tranche III, Borrower shall have paid the Tranche III Facility Charge. (f) With respect to any Advance pursuant to Tranche IV, Borrower shall have paid the Tranche IV Facility Charge. (g) With respect to any Advance pursuant to Tranche V, Borrower shall have paid the Tranche V Facility Charge. Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request. (e) With respect to any Tranche 2 Advance, Borrower shall have (x) achieved the Tranche 2 Milestone and (y) paid the Tranche 2 Facility Charge (which may, at the election of Borrower, be netted from proceeds of the Tranche 2 Advance). (f) With respect to any Tranche 3 Advance, Borrower shall have (x) achieved the Tranche 3 Milestone and (y) paid the Tranche 3 Facility Charge (which may, at the election of Borrower, be netted from proceeds of the Tranche 3 Advance). (g) With respect to any Tranche 4 Advance, Borrower shall have (x) received approval to draw such Tranche 4 Advance from the Lenders’ investment committee in its sole and unfettered discretion and (y) paid the Tranche 4 Facility Charge (which may, at the election of Borrower, be netted from proceeds of the Tranche 4 Advance).

All Advances. On Without duplicating any delivery under Section 4.1, above, on each Advance Date: (a) Agent Except with respect to the Secondary Closing Date, the Lender shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b), ) duly executed by XxxxxxxxLead Borrower’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Financial Officer, and (ii) any other documents Agent Lender may reasonably request in its good faith business discretion.request; (b) The Except with respect to the Secondary Closing Date, the representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.; (c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such the Advance no Default or Event of Default shall have occurred and be continuing.; (d) With Except with respect to any Advance pursuant to Tranche IIthe Secondary Closing Date, Borrower shall have paid the Tranche II Facility Charge. (e) With respect to any Advance pursuant to Tranche III, Borrower shall have paid the Tranche III Facility Charge. (f) With respect to any Advance pursuant to Tranche IV, Borrower shall have paid the Tranche IV Facility Charge. (g) With respect to any Advance pursuant to Tranche V, Borrower shall have paid the Tranche V Facility Charge. Each each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request; (e) Except with respect to the Secondary Closing Date, Borrower shall have delivered all Financial Statements due under Section 7.1 as of such Advance Date; and (f) With respect to each Incremental Term Loan, Borrower has paid Lender the Incremental Closing Fee applicable to such Incremental Term Loan.

All Advances. On or prior to each Advance Date: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b2.01(b), each duly executed by XxxxxxxxBorrower’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer, and (ii) any other documents Agent may reasonably request in its good faith business discretion.duly authorized officer or director; (b) The for each Advance after the Closing Date, Parent shall issue to Lender a Warrant in substantially the same form as the Warrant issued to Lender in connection with the first Advance, provided that (i) the Exercise Price (as defined in the Warrant) of such Warrant shall equal the lowest three-day volume-weighted average price in effect for the three consecutive trading days prior to such Advance Date, (ii) the number of shares issuable pursuant to such Warrant shall equal three percent (3%) of the dollar amount of such second Advance divided by the Exercise Price and (iii) the Expiration Time (as defined in the Warrant) of such Warrant shall be 5:00 p.m. Eastern Time on the seventh (7th) anniversary of such Advance Date; (c) the representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.; (cd) Borrower the Loan Parties shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. (d) With respect to any Advance pursuant to Tranche II, Borrower shall have paid the Tranche II Facility Charge.; and (e) With respect to any Advance pursuant to Tranche III, Borrower shall have paid the Tranche III Facility Charge. (f) With respect to any Advance pursuant to Tranche IV, Borrower shall have paid the Tranche IV Facility Charge. (g) With respect to any Advance pursuant to Tranche V, Borrower shall have paid the Tranche V Facility Charge. Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections paragraphs (b) and (c) of this Section 4.2 4.02 and as to the matters set forth in the Advance Request.

All Advances. On each Advance Date: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b2.2(c), each duly executed by Xxxxxxxx’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Technology Officer, and (ii) any other documents Agent may reasonably request in its good faith business discretionrequest. (b) [reserved]. (c) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (cd) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. (d) With respect to any Advance pursuant to Tranche II, Borrower shall have paid the Tranche II Facility Charge. (e) With respect to any Advance pursuant to Tranche III, Borrower shall have paid the Tranche III Facility Charge. (f) With respect to any Advance pursuant to Tranche IV, Borrower shall have paid the Tranche IV Facility Charge. (g) With respect to any Advance pursuant to Tranche V, Borrower shall have paid the Tranche V Facility Charge. Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request. (f) With respect to any Tranche 3 Advance made available on such Advance Date, the Borrower shall have paid the Tranche 3 Facility Charge calculated based on the principal amount then being advanced. (g) As further conditions to each Advance, on the applicable Advance Date, (i) the Borrower shall have delivered to Agent a copy of the Warrant required to be issued to each Lender, or it’s designee, that is making a Term Loan Advance, in each case substantially in the form of the Warrant in respect of the Tranche 1 Advances that is to be delivered on or after the Closing Date in accordance with Section 4.1 hereof (the “Closing Date Warrant”), each Warrant representing the right to purchase a number of Holdings common Equity Interests equal to (A) 2.0% of the aggregate principal amount of the applicable Advance, divided by (B) the Exercise Price, and exercisable for seven (7) years from the date of issuance; provided that any changes or other deviations from the terms of such Closing Date Warrant shall be in form and substance reasonably acceptable to Agent, (ii) the Borrower shall have delivered to Agent a certified copy of resolutions of Holdings’ Board of Directors evidencing approval of such additional Warrant and underlying Holdings common Equity Interests, and (iii) the Agent shall have received a legal opinion of Xxxxxxxx’s Canadian counsel in respect of such additional Warrant and underlying Holdings common Equity Interests in form and substance reasonably acceptable to Agent. For purposes of this Section 4.2(g) “Exercise Price” shall mean $7.21, as such number may be adjusted from time to time in accordance with the terms of the Closing Date Warrant.

All Advances. On each Advance Date: : (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b), 2.2(c) each duly executed by Xxxxxxxx’s Chief Executive Officer, Chief Financial Accounting Officer or Chief Accounting Officer, Financial Officer and (ii) any other documents Agent may reasonably request in its good faith business discretion. request; (b) The the representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. ; (c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. ; (d) With respect to any Advance pursuant to Tranche II, Borrower shall have paid the Tranche II Facility Charge. (e) With respect to any Advance pursuant to Tranche III, Borrower shall have paid the Tranche III Facility Charge. (f) With respect to any Advance pursuant to Tranche IV, Borrower shall have paid the Tranche IV Facility Charge. (g) With respect to any Advance pursuant to Tranche V, Borrower shall have paid the Tranche V Facility Charge. Each each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.; (e) (i) no fact or condition exists that could (or could, with the passage of time, the giving of notice, or both) constitute an Event of Default and (ii) no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (f) With respect to any Tranche 1 Advance, Borrower shall have (x) achieved the VALOR-CKD Milestone and (y) paid the Tranche 1 Facility Charge (which may, at the election of the Borrower, be netted from proceeds of the Tranche 1 Advance);

All Advances. On each Advance Date: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b2.2(b), each duly executed by Xxxxxxxx’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Financial Officer, and (ii) any other documents Agent may reasonably request in its good faith business discretionrequest. (b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. (d) With respect to any Advance pursuant to Tranche II2, Borrower shall have paid the applicable Tranche II 2 Facility Charge. (e) With respect to any Advance pursuant to Tranche III3, Borrower shall have paid the applicable Tranche III 3 Facility Charge. (f) With respect to any Advance pursuant to Tranche IV4, Borrower shall have paid the applicable Tranche IV 4 Facility Charge. (g) With respect to any Advance pursuant to Tranche V5, Borrower shall have paid the applicable Tranche V 5 Facility Charge. . (h) With respect to any Advance pursuant to Tranche 6, (x) each Lender’s investment committee shall, in its sole and absolute discretion, have approved the requested Advances, as contemplated by Section and (y) Borrower shall have paid the Tranche 6 Facility Charge. (i) Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.

All Advances. On each Advance Date: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b2.2(b), each duly executed by Xxxxxxxx’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Financial Officer, and (ii) any other documents Agent may reasonably request in its good faith business discretionrequest. (b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. (d) With respect to any Advance pursuant to Tranche II2, Borrower shall have paid the applicable Tranche II 2 Facility Charge.. US-DOCS\132047445.10 (e) With respect to any Advance pursuant to Tranche III3, Borrower shall have paid the applicable Tranche III 3 Facility Charge. (f) With respect to any Advance pursuant to Tranche IV4, Borrower shall have paid the applicable Tranche IV 4 Facility Charge. (g) With respect to any Advance pursuant to Tranche V5, Borrower shall have paid the applicable Tranche V 5 Facility Charge. . (h) With respect to any Advance pursuant to Tranche 6, (x) each Lender’s investment committee shall, in its sole and absolute discretion, have approved the requested Advances, as contemplated by Section and (y) Borrower shall have paid the Tranche 6 Facility Charge. (i) Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.

All Advances. On each Advance Date: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b), duly executed by Xxxxxxxx’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer, and (ii) any other documents Agent may reasonably request in its good faith business discretion. (b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. (d) With respect to any Advance pursuant to Tranche II, Borrower shall have paid the Tranche II Facility Charge. (e) With respect to any Advance pursuant to Tranche III, Borrower shall have paid the Tranche III Facility Charge. (fe) With respect to any Advance pursuant to Tranche IV, Borrower shall have paid the Tranche IV Facility Charge. (gf) With respect to any Advance pursuant to Tranche V, Borrower Each Lender shall have paid received, in form and substance reasonably satisfactory to Agent, Xxxxxxxx’s duly executed original signatures to a Warrant substantially in the Tranche V Facility Charge. form set out in Exhibit I. Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.”

All Advances. On each Advance Date: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b2.2(c), duly executed by XxxxxxxxBxxxxxxx’s Chief Executive Officer, Officer or Chief Financial Officer or Chief Accounting Officer, and (ii) any other documents Agent may reasonably request in its good faith business discretion.request; (b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.); provided that any representation and warranty that is qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects; (c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing.; | (d) With respect As of the Closing Date or any other Advance date, both before and after giving pro forma effect to any Advance pursuant to Tranche IIsuch Advance, Borrower the 25% Revenue Limitation shall have paid the Tranche II Facility Charge.not be exceeded; and (e) With respect to any Advance pursuant to Tranche III, Borrower shall have paid the Tranche III Facility Charge. (f) With respect to any Advance pursuant to Tranche IV, Borrower shall have paid the Tranche IV Facility Charge. (g) With respect to any Advance pursuant to Tranche V, Borrower shall have paid the Tranche V Facility Charge. Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections (bSection 4.2(b), 4.2(c), 4.2(d) and (c) of this Section 4.2 4.4 and as to the other matters set forth in the Advance Request. (f) For any Advance made after the Closing Date, but subject to the last sentence of Section 2.2(b)(ii), Borrower shall have paid the Facility Charge with respect thereto, the amount of which Facility Charge may be deducted from such Advance.

All Advances. On each Advance Date: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b2.2(b), duly executed by XxxxxxxxBorrower’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Financial Officer, and (ii) any other documents Agent may reasonably request request; provided that, if Agent and the Lenders make any Advance, then the requirement set forth in its good faith business discretionclause (ii) shall be deemed to have been satisfied to Agent’s knowledge with respect to such Advance. (b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (c) Borrower shall be in material compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance Advance, no Default or Event of Default shall have occurred and be continuing. (d) With respect to any Advance pursuant to Tranche II3 Advance, Borrower shall have paid deliver a calculation detailing the Net Product Revenue Ratio and demonstrating compliance with the Tranche II Facility Charge3 Draw Conditions in form and substance reasonably acceptable to Agent. (e) With respect to the initial Tranche 3 Advance and any Advance pursuant to Tranche III4 Advance, the Borrower shall have paid the Tranche III 3 Facility Charge or the Tranche 4 Facility Charge, as applicable. (f) With respect to any Advance pursuant to Tranche IV, Borrower shall have paid the Tranche IV Facility Charge. (g) With respect to any Advance pursuant to Tranche V, Borrower shall have paid the Tranche V Facility Charge. Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.

All Advances. On each Advance Date: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b2.2(g), each duly executed by Xxxxxxxx’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Financial Officer, and (ii) any other documents Agent related to Borrower’s business or financial condition that Agent, in good faith, may reasonably request promptly upon or prior to its receipt of such Advance Request, so long as such request does not result in its good faith business discretionthe intentional delay or denial of the relevant Advance without cause. (b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at At the time of and immediately after such Advance no Default or Event of Default shall have occurred and be continuing. (d) With respect to any Advance pursuant to the Tranche II3 Advance, Borrower shall have paid the Tranche II 3 Facility ChargeCharge (which amount may be deducted from such Tranche 3 Advance). (e) With respect to any Advance pursuant to Tranche III4 Advance, Borrower shall have paid the Tranche III 4 Facility ChargeCharge (which amount may be deducted from such Tranche 4 Advance). (f) With respect to any Advance pursuant to Tranche IV5 Advance, Borrower shall have paid the Tranche IV 5 Facility ChargeCharge (which amount may be deducted from such Tranche 5 Advance). (g) With respect to any Advance pursuant to Tranche V6 Advance, Borrower shall have paid the Tranche V 6 Facility Charge. Charge (which amount may be deducted from such Tranche 6 Advance). (h) Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.

All Advances. On each Advance Date: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b2.2(c), each duly executed by XxxxxxxxBorrower’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Financial Officer, and (ii) any other documents Agent may reasonably request in its good faith business discretion. (b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. (d) With with respect to any of the Tranche 2 Advance, Tranche 3 Advance, Tranche 4 Advance pursuant or the Tranche 5 Advance, the Borrower shall have paid each Tranche 2 Facility Charge, each Tranche 3 Facility Charge, each Tranche 4 Facility Charge, or the Tranche 5 Facility Charge, as applicable; and (e) with respect to any Tranche II4 Advance, Borrower shall have paid satisfied the Tranche II Facility Charge. (e) With respect to any Advance pursuant to Tranche III, Borrower shall have paid the Tranche III Facility Charge. (f) With respect to any Advance pursuant to Tranche IV, Borrower shall have paid the Tranche IV Facility Charge. (g) With respect to any Advance pursuant to Tranche V, Borrower shall have paid the Tranche V Facility Charge4 Draw Test. Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.

All Advances. On or prior to each Advance Date: : (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b2.01(b), each duly executed by XxxxxxxxBorrower’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Officerany other duly authorized officer or director; (b) for each Advance after the Closing Date, and Parent shall issue to Lender a Warrant in substantially the same form as the Warrant issued to Lender in connection with the first Advance, provided that (i) the Exercise Price (as defined in the Warrant) of such Warrant shall equal the lowest three-day volume-weighted average price in effect for the three consecutive trading days prior to such Advance Date, (ii) any other documents Agent may reasonably request the number of shares issuable pursuant to such Warrant shall equal three percent (3%) of the dollar amount of such second Advance divided by the Exercise Price and (iii) the Expiration Time (as defined in its good faith business discretion. the Warrant) of such Warrant shall be 5:00 p.m. Eastern Time on the seventh (b7th) The anniversary of such Advance Date; (c) the representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. ; (cd) Borrower the Loan Parties shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. (d) With respect to any Advance pursuant to Tranche II, Borrower shall have paid the Tranche II Facility Charge. ; and (e) With respect to any Advance pursuant to Tranche III, Borrower shall have paid the Tranche III Facility Charge. (f) With respect to any Advance pursuant to Tranche IV, Borrower shall have paid the Tranche IV Facility Charge. (g) With respect to any Advance pursuant to Tranche V, Borrower shall have paid the Tranche V Facility Charge. Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections paragraphs (b) and (c) of this Section 4.2 4.02 and as to the matters set forth in the Advance Request.

All Advances. On each Advance Date: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b2.2(b), duly executed by Xxxxxxxx’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Financial Officer, and (ii) any other documents Agent may reasonably request request; provided that, if Agent and the Lenders make any Advance, then the requirement set forth in its good faith business discretionclause (ii) shall be deemed to have been satisfied to Agent’s knowledge with respect to such Advance. (b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (c) Borrower shall be in material compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance Advance, no Default or Event of Default shall have occurred and be continuing. (d) With respect to any Advance pursuant to Tranche II, Borrower shall have paid the Tranche II Facility Charge[Reserved]. (e) With respect to the Tranche 1C Advance, the Tranche 2 Advance, the Tranche 3 Advance and any Advance pursuant to Tranche III4 Advance, the Borrower shall have paid the Tranche III 1C Facility Charge, the Tranche 2 Facility Charge, the Tranche 3 Facility Charge or the Tranche 4 Facility Charge, as applicable. (f) With respect to any Advance pursuant to Tranche IV, Borrower shall have paid the Tranche IV Facility Charge. (g) With respect to any Advance pursuant to Tranche V, Borrower shall have paid the Tranche V Facility Charge. Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.

All Advances. On each Advance Date: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b), each duly executed by XxxxxxxxBorrower’s Chief Executive Officer, Chief Financial Officer or Chief Accounting OfficerGeneral Counsel, and (ii) any other documents Agent may reasonably request in its good faith business discretionrequest. (b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. (d) With respect to any Advance pursuant to Tranche II, Borrower shall have paid the Tranche II Facility Charge. (e) With respect to any Advance pursuant to Tranche III, Borrower shall have paid the Tranche III Facility Charge. (f) With respect to any Advance pursuant to Tranche IV, Borrower shall have paid the Tranche IV Facility Charge. (g) With respect to any Advance pursuant to Tranche V, Borrower shall have paid the Tranche V Facility Charge. Each Advance Request shall be deemed to constitute a representation and warranty by Borrower (i) that the representations and warranties set forth in this Agreement are be true and correct in all material respects on and as of the relevant Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, (ii) that Borrower is in compliance with all the terms and provisions set forth in this Agreement and in each other Loan Document on its part to be observed or performed, (iii) that at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing, and (iv) as to the matters specified in subsections (b) and (c) of this Section 4.2 and as to the other matters set forth in the Advance Request.

All Advances. On or prior to each Advance Date: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b2.2(b), each duly executed by Xxxxxxxx’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Operating Officer, and (ii) any other documents Agent may reasonably request in its good faith business discretionrequest. (b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the applicable Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. (d) With with respect to any Advance pursuant to Tranche II2-A Advance, Borrower shall have paid the applicable Tranche II 2-A Facility Charge. (e) With with respect to any Advance pursuant to Tranche III2-B Advance, Borrower shall have paid the applicable Tranche III 2-B Facility Charge. (f) With with respect to any Advance pursuant to Tranche IV3 Advance, Borrower shall have paid the applicable Tranche IV 3 Facility Charge. (g) With respect to any Advance pursuant to Tranche V, Borrower shall have paid the Tranche V Facility Charge. Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in subsections paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.