Common use of Approved AR Loan Facility Clause in Contracts

Approved AR Loan Facility. Agent and Lenders acknowledge that Borrower is seeking a revolving loan facility to be secured by a first lien security interest in accounts receivables and inventory and a second lien security interest in all other Collateral, which loan facility will be in a maximum principal amount of $5,000,000 and subject to an advance rate of no greater than seventy-five percent (75%) in respect of accounts receivables and fifty percent (50%) in respect of inventory, in each case unless otherwise agreed to by Agent in its sole discretion (together with any replacement revolving loan facility as approved by Agent that is subject to an Intercreditor Agreement (or any replacement intercreditor or subordination agreement in form and substance acceptable to Agent in its sole discretion) the “Approved AR Loan Facility”). Agent and Borrower agree to work together in good faith, and at Borrower’s sole cost and expense, to negotiate and enter into such amendments to this Agreement and such other Loan Documents as may be necessary to permit such indebtedness, to release and/or subordinate such liens as may be necessary to effectuate such revolving loan facility, and to enter into such third party documents as may be reasonably requested by Borrower and/or such revolving loan lender. Notwithstanding anything set forth herein to the contrary, the material terms and conditions of such revolving loan facility shall be reasonably acceptable to Agent, and, Agent’s approval of such revolving loan facility shall be subject to, among other things as may be reasonably required by Agent, Agent’s receipt of a fully-executed intercreditor agreement in form and substance reasonably acceptable to Agent.

Approved AR Loan Facility. (a) Agent and Lenders Xxxxxxx acknowledge that Borrower is seeking a revolving loan facility to be secured by a first lien security interest in Borrower’s Inventory and accounts receivables and inventory and a second lien security interest receivable generated by product sales in all other Collateralthe normal course of business (such revolving loan facility, which loan facility will be in a maximum principal amount of $5,000,000 and subject to an advance rate of no greater than seventy-five percent (75%) in respect of accounts receivables and fifty percent (50%) in respect of inventory, in each case unless otherwise agreed to by Agent in its sole discretion (together with any replacement revolving loan facility as approved by Agent that is subject to an Intercreditor Agreement (or any replacement intercreditor or subordination agreement in form and substance acceptable to Agent in its sole discretion) the Agreement, collectively an “Approved AR Loan Facility”). Borrower may enter into any such Approved AR Loan Facliity so long as (i) such facility is in a maximum principal amount of $5,000,000, (ii) such facility is subject to an intercreditor agreement acceptable to Agent, (iii) Agent shall have a second priority Lien and security interest in any accounts receivable and Inventory securing such revolving loan facility, and (iv) the material terms and conditions of such revolving loan facility shall be acceptable to Agent in its commercially reasonable discretion. Agent and Borrower Xxxxxxxx agree to work together in good faith, and at Borrower’s sole cost and expense, to negotiate and enter into such amendments to this Agreement and such other Loan Documents as may be necessary to permit such indebtednessDebt owing under any Approved AR Loan Facility, to release and/or subordinate such liens Liens as may be necessary to effectuate any such revolving loan facilityApproved AR Loan Facility, and to enter into such third party documents as may be reasonably requested by Borrower Xxxxxxxx and/or such the revolving loan lender. lender under any such Approved AR Loan Facility. (b) Notwithstanding anything set forth herein to in the contraryloan documents governing any such Approved AR Loan Facility, Borrower shall not incur more than $3,000,000 in principal indebtedness under the material terms and conditions Approved AR Loan Facility without the prior written consent of such revolving loan facility shall be reasonably acceptable to Agent, andin its sole discretion, Agentunless and until (i) Borrower shall have (A) achieved Aggregate Revenue of at least $12,000,000 during the Fiscal Quarter ending September 30, 2019 and (B) issued additional Equity Interests or Subordinated Debt resulting in net cash proceeds to Borrower of not less than $5,000,000, or, alternatively, (ii) Borrower shall have (A) achieved Aggregate Revenue of at least $14,000,000 during the Fiscal Quarter ending December 31, 2019 and (B) issued additional Equity Interests or Subordinated Debt resulting in net cash proceeds to Borrower of not less than $5,000,000. (c) Agent and Xxxxxxxx agree to work together in good faith, and at Xxxxxxxx’s approval of sole cost and expense, to negotiate and enter into such revolving loan facility shall amendments to this Agreement and such other Loan Documents as may be subject tonecessary to permit such Debt owing under any Approved AR Loan Facility, among other things to release and/or subordinate such Liens as may be necessary to effectuate any such Approved AR Loan Facility, and to enter into such third party documents as may be reasonably required requested by Agent, Agent’s receipt of a fully-executed intercreditor agreement in form and substance reasonably acceptable to AgentXxxxxxxx and/or the revolving loan lender under any such Approved AR Loan Facility.

Approved AR Loan Facility. (a) Agent and Lenders acknowledge that Borrower is seeking a revolving loan facility to be secured by a first lien security interest in Borrower’s Inventory and accounts receivables and inventory and a second lien security interest receivable generated by product sales in all other Collateralthe normal course of business (such revolving loan facility, which loan facility will be in a maximum principal amount of $5,000,000 and subject to an advance rate of no greater than seventy-five percent (75%) in respect of accounts receivables and fifty percent (50%) in respect of inventory, in each case unless otherwise agreed to by Agent in its sole discretion (together with any replacement revolving loan facility as approved by Agent that is subject to an Intercreditor Agreement (or any replacement intercreditor or subordination agreement in form and substance acceptable to Agent in its sole discretion) the Agreement, collectively an “Approved AR Loan Facility”). Borrower may enter into any such Approved AR Loan Facliity so long as (i) such facility is in a maximum principal amount of $5,000,000, (ii) such facility is subject to an intercreditor agreement acceptable to Agent, (iii) Agent shall have a second priority Lien and security interest in any accounts receivable and Inventory securing such revolving loan facility, and (iv) the material terms and conditions of such revolving loan facility shall be acceptable to Agent in its commercially reasonable discretion. Agent and Borrower agree to work together in good faith, and at Borrower’s sole cost and expense, to negotiate and enter into such amendments to this Agreement and such other Loan Documents as may be necessary to permit such indebtednessDebt owing under any Approved AR Loan Facility, to release and/or subordinate such liens Liens as may be necessary to effectuate any such revolving loan facilityApproved AR Loan Facility, and to enter into such third party documents as may be reasonably requested by Borrower and/or such the revolving loan lender. lender under any such Approved AR Loan Facility. (b) Notwithstanding anything set forth herein to in the contraryloan documents governing any such Approved AR Loan Facility, Borrower shall not incur more than $3,000,000 in principal indebtedness under the material terms and conditions Approved AR Loan Facility without the prior written consent of such revolving loan facility shall be reasonably acceptable to Agent, andin its sole discretion, Agentunless and until (i) Borrower shall have (A) achieved Aggregate Revenue of at least $12,000,000 during the Fiscal Quarter ending September 30, 2019 and (B) issued additional Equity Interests or Subordinated Debt resulting in net cash proceeds to Borrower of not less than $5,000,000, or, alternatively, (ii) Borrower shall have (A) achieved Aggregate Revenue of at least $14,000,000 during the Fiscal Quarter ending December 31, 2019 and (B) issued additional Equity Interests or Subordinated Debt resulting in net cash proceeds to Borrower of not less than $5,000,000. (c) Agent and Borrower agree to work together in good faith, and at Borrower’s approval of sole cost and expense, to negotiate and enter into such revolving loan facility shall amendments to this Agreement and such other Loan Documents as may be subject tonecessary to permit such Debt owing under any Approved AR Loan Facility, among other things to release and/or subordinate such Liens as may be necessary to effectuate any such Approved AR Loan Facility, and to enter into such third party documents as may be reasonably required requested by Agent, Agent’s receipt Borrower and/or the revolving loan lender under any such Approved AR Loan Facility. [Remainder of a fully-executed intercreditor agreement in form and substance reasonably acceptable to Agentpage intentionally blank; signature pages follow.] [Biolase] Credit Agreement #61304369

Approved AR Loan Facility. (a) Agent and Lenders acknowledge that Borrower is seeking a revolving loan facility to be secured by a first lien security interest in Borrower’s Inventory and accounts receivables and inventory and a second lien security interest receivable generated by product sales in all other Collateral, which the normal course of business; provided that (a) any such loan facility will be (i)(x) in a maximum principal amount of $5,000,000 and 2,500,000, (y) subject to an advance rate of no greater than seventy-(A) seventy- five percent (7575.0%) in respect of such accounts receivables receivable and (B) fifty percent (5050.0%) in respect of inventoryInventory, in each case unless otherwise agreed to in writing by Agent in its sole discretion, and (ii) subject to an Intercreditor Agreement, (b) Agent shall have a second priority Lien and security interest in any accounts receivable and Inventory securing such revolving loan facility, and (c) the material terms and conditions of such revolving loan facility shall be acceptable to Agent in its commercially reasonable discretion (such revolving loan facility, together with any replacement revolving loan facility as approved by Agent that is subject to an Intercreditor Agreement (or any replacement intercreditor or subordination agreement in form and substance acceptable to Agent in its sole discretion) the Agreement, collectively an “Approved AR Loan Facility”). Agent and Borrower agree to work together in good faith, and at Borrower’s sole cost and expense, to negotiate and enter into such amendments to this Agreement and such other Loan Documents as may be necessary to permit such indebtednessDebt owing under any Approved AR Loan Facility, to release and/or subordinate such liens Liens as may be necessary to effectuate any such revolving loan facilityApproved AR Loan Facility, and to enter into such third party documents as may be reasonably requested by Borrower and/or such the revolving loan lender. Notwithstanding anything set forth herein lender under any such Approved AR Loan Facility. (b) In the event an Approved AR Loan Facility is not consummated on or before December 31, 2019, Agent and Borrower agree to work in good faith to increase the contrary, Term Loan Commitment hereunder by an amount not to exceed in the material aggregate $2,500,000 and otherwise on such terms and conditions of such revolving loan facility shall be reasonably acceptable to Agent, and, Agent’s approval of such revolving loan facility shall be subject to, among other things as may be reasonably required by Agent, Agent’s receipt of a fully-executed intercreditor agreement in form and substance reasonably acceptable to AgentAgent in its sole discretion. [Remainder of page intentionally blank; signature pages follow.] [Biolase] Credit Agreement #61304369

Approved AR Loan Facility. (a) Agent and Lenders acknowledge that Borrower is seeking a revolving loan facility to be secured by a first lien security interest in Borrower’s Inventory and accounts receivables and inventory and a second lien security interest receivable generated by product sales in all other Collateralthe normal course of business (such revolving loan facility, which loan facility will be in a maximum principal amount of $5,000,000 and subject to an advance rate of no greater than seventy-five percent (75%) in respect of accounts receivables and fifty percent (50%) in respect of inventory, in each case unless otherwise agreed to by Agent in its sole discretion (together with any replacement revolving loan facility as approved by Agent that is subject to an Intercreditor Agreement (or any replacement intercreditor or subordination agreement in form and substance acceptable to Agent in its sole discretion) the Agreement, collectively an “Approved AR Loan Facility”). Borrower may enter into any such Approved AR Loan Facliity so long as (i) such facility is in a maximum principal amount of $5,000,000, (ii) such facility is subject to an intercreditor agreement acceptable to Agent, (iii) Agent shall have a second priority Lien and security interest in any accounts receivable and Inventory securing such revolving loan facility, and (iv) the material terms and conditions of such revolving loan facility shall be acceptable to Agent in its commercially reasonable discretion. Agent and Borrower agree to work together in good faith, and at Borrower’s sole cost and expense, to negotiate and enter into such amendments to this Agreement and such other Loan Documents as may be necessary to permit such indebtednessDebt owing under any Approved AR Loan Facility, to release and/or subordinate such liens Liens as may be necessary to effectuate any such revolving loan facilityApproved AR Loan Facility, and to enter into such third party documents as may be reasonably requested by Borrower and/or such the revolving loan lender. lender under any such Approved AR Loan Facility. (b) Notwithstanding anything set forth herein to in the contraryloan documents governing any such Approved AR Loan Facility, Borrower shall not incur more than $3,000,000 in principal indebtedness under the material terms and conditions Approved AR Loan Facility without the prior written consent of such revolving loan facility shall be reasonably acceptable to Agent, andin its sole discretion, Agentunless and until (i) Borrower shall have (A) achieved Aggregate Revenue of at least $12,000,000 during the Fiscal Quarter ending September 30, 2019 and (B) issued additional Equity Interests or Subordinated Debt resulting in net cash proceeds to Borrower of not less than $5,000,000, or, alternatively, (ii) Borrower shall have (A) achieved Aggregate Revenue of at least $14,000,000 during the Fiscal Quarter ending December 31, 2019 and (B) issued additional Equity Interests or Subordinated Debt resulting in net cash proceeds to Borrower of not less than $5,000,000. (c) Agent and Borrower agree to work together in good faith, and at Borrower’s approval of sole cost and expense, to negotiate and enter into such revolving loan facility shall amendments to this Agreement and such other Loan Documents as may be subject tonecessary to permit such Debt owing under any Approved AR Loan Facility, among other things to release and/or subordinate such Liens as may be necessary to effectuate any such Approved AR Loan Facility, and to enter into such third party documents as may be reasonably required requested by Agent, Agent’s receipt of a fully-executed intercreditor agreement in form and substance reasonably acceptable to AgentBorrower and/or the revolving loan lender under any such Approved AR Loan Facility.”

Approved AR Loan Facility. (a) Agent and Lenders Xxxxxxx acknowledge that Borrower is seeking a revolving loan facility to be secured by a first lien security interest in Borrower’s Inventory and accounts receivables and inventory and a second lien security interest receivable generated by product sales in all other Collateralthe normal course of business (such revolving loan facility, which loan facility will be in a maximum principal amount of $5,000,000 and subject to an advance rate of no greater than seventy-five percent (75%) in respect of accounts receivables and fifty percent (50%) in respect of inventory, in each case unless otherwise agreed to by Agent in its sole discretion (together with any replacement revolving loan facility as approved by Agent that is subject to an Intercreditor Agreement (or any replacement intercreditor or subordination agreement in form and substance acceptable to Agent in its sole discretion) the Agreement, collectively an “Approved AR Loan Facility”). Borrower may enter into any such Approved AR Loan Facliity so long as (i) such facility is in a maximum principal amount of $5,000,000, (ii) such facility is subject to an intercreditor agreement acceptable to Agent, (iii) Agent shall have a second priority Lien and security interest in any accounts receivable and Inventory securing such revolving loan facility, and (iv) the material terms and conditions of such revolving loan facility shall be acceptable to Agent in its commercially reasonable discretion. Agent and Borrower Xxxxxxxx agree to work together in good faith, and at Borrower’s sole cost and expense, to negotiate and enter into such amendments to this Agreement and such other Loan Documents as may be necessary to permit such indebtednessDebt owing under any Approved AR Loan Facility, to release and/or subordinate such liens Liens as may be necessary to effectuate any such revolving loan facilityApproved AR Loan Facility, and to enter into such third party documents as may be reasonably requested by Borrower Xxxxxxxx and/or such the revolving loan lender. lender under any such Approved AR Loan Facility. (b) Notwithstanding anything set forth herein to in the contraryloan documents governing any such Approved AR Loan Facility, Borrower shall not incur more than $3,000,000 in principal indebtedness under the material terms and conditions Approved AR Loan Facility without the prior written consent of such revolving loan facility shall be reasonably acceptable to Agent, andin its sole discretion, Agentunless and until (i) Borrower shall have (A) achieved Aggregate Revenue of at least $12,000,000 during the Fiscal Quarter ending September 30, 2019 and (B) issued additional Equity Interests or Subordinated Debt resulting in net cash proceeds to Borrower of not less than $5,000,000, or, alternatively, (ii) Borrower shall have (A) achieved Aggregate Revenue of at least $14,000,000 during the Fiscal Quarter ending December 31, 2019 and (B) issued additional Equity Interests or Subordinated Debt resulting in net cash proceeds to Borrower of not less than $5,000,000. (c) Agent and Xxxxxxxx agree to work together in good faith, and at Borrower’s approval of sole cost and expense, to negotiate and enter into such revolving loan facility shall amendments to this Agreement and such other Loan Documents as may be subject tonecessary to permit such Debt owing under any Approved AR Loan Facility, among other things to release and/or subordinate such Liens as may be necessary to effectuate any such Approved AR Loan Facility, and to enter into such third party documents as may be reasonably required requested by Agent, Agent’s receipt of a fully-executed intercreditor agreement in form and substance reasonably acceptable to AgentXxxxxxxx and/or the revolving loan lender under any such Approved AR Loan Facility.

Approved AR Loan Facility. Agent and Lenders acknowledge that Borrower is seeking may in the future seek a revolving loan facility to be secured by a first lien security interest in Borrower’s Inventory and accounts receivables and inventory and a second lien security interest receivable generated by product sales in all other Collateral, which the normal course of business; provided that (a) any such loan facility will be (i)(x) in a maximum principal amount of $5,000,000 and 8,000,000, (y) subject to an advance rate of no greater than seventyeighty-five percent (7585%) in respect of such accounts receivables receivable and fifty percent (50%) in respect of inventoryInventory, in each case unless otherwise agreed to in writing by Agent in its sole discretion, and (ii) subject to an intercreditor agreement acceptable to Agent in its commercially-reasonable discretion, and (b) the material terms and conditions of such revolving loan facility shall be acceptable to Agent in its commercially-reasonable discretion (such revolving loan facility, together with any replacement revolving loan facility as approved by Agent that is subject to an Intercreditor Agreement (or any replacement intercreditor or subordination agreement in form and substance acceptable to Agent in its sole discretion) the Agreement, collectively an “Approved AR Loan Facility”). So long as no Default or Event of Default has occurred and is continuing, Agent and Borrower agree to work together in good faith, and at Borrower’s sole cost and expense, to negotiate and enter into such amendments to this Agreement and such other Loan Documents as may be necessary to permit such indebtednessDebt owing under any Approved AR Loan Facility, to release and/or subordinate such liens Liens as may be necessary to effectuate any such revolving loan facilityApproved AR Loan Facility, and to enter into such third party documents as may be reasonably requested by Borrower Bxxxxxxx and/or such the revolving loan lender. Notwithstanding anything set forth herein to the contrary, the material terms and conditions of lender under any such revolving loan facility shall be reasonably acceptable to Agent, and, Agent’s approval of such revolving loan facility shall be subject to, among other things as may be reasonably required by Agent, Agent’s receipt of a fully-executed intercreditor agreement in form and substance reasonably acceptable to AgentApproved AR Loan Facility.

Approved AR Loan Facility. (a) Agent and Lenders Xxxxxxx acknowledge that Borrower is seeking a revolving loan facility to be secured by a first lien security interest in Borrower’s Inventory and accounts receivables and inventory and a second lien security interest receivable generated by product sales in all other Collateralthe normal course of business (such revolving loan facility, which loan facility will be in a maximum principal amount of $5,000,000 and subject to an advance rate of no greater than seventy-five percent (75%) in respect of accounts receivables and fifty percent (50%) in respect of inventory, in each case unless otherwise agreed to by Agent in its sole discretion (together with any replacement revolving loan facility as approved by Agent that is subject to an Intercreditor Agreement (or any replacement intercreditor or subordination agreement in form and substance acceptable to Agent in its sole discretion) the Agreement, collectively an “Approved AR Loan Facility”). Borrower may enter into any such Approved AR Loan Facliity so long as (i) such facility is in a maximum principal amount of $5,000,000, (ii) such facility is subject to an intercreditor agreement acceptable to Agent, (iii) Agent shall have a second priority Lien and security interest in any accounts receivable and Inventory securing such revolving loan facility, and (iv) the material terms and conditions of such revolving loan facility shall be acceptable to Agent in its commercially reasonable discretion. Agent and Borrower Xxxxxxxx agree to work together in good faith, and at BorrowerXxxxxxxx’s sole cost and expense, to negotiate and enter into such amendments to this Agreement and such other Loan Documents as may be necessary to permit such indebtednessDebt owing under any Approved AR Loan Facility, to release and/or subordinate such liens Liens as may be necessary to effectuate any such revolving loan facilityApproved AR Loan Facility, and to enter into such third party documents as may be reasonably requested by Borrower and/or such the revolving loan lender. lender under any such Approved AR Loan Facility. (b) Notwithstanding anything set forth herein to in the contraryloan documents governing any such Approved AR Loan Facility, Borrower shall not incur more than $3,000,000 in principal indebtedness under the material terms and conditions Approved AR Loan Facility without the prior written consent of such revolving loan facility shall be reasonably acceptable to Agent, andin its sole discretion, Agentunless and until (i) Borrower shall have (A) achieved Aggregate Revenue of at least $12,000,000 during the Fiscal Quarter ending September 30, 2019 and (B) issued additional Equity Interests or Subordinated Debt resulting in net cash proceeds to Borrower of not less than $5,000,000, or, alternatively, (ii) Borrower shall have (A) achieved Aggregate Revenue of at least $14,000,000 during the Fiscal Quarter ending December 31, 2019 and (B) issued additional Equity Interests or Subordinated Debt resulting in net cash proceeds to Borrower of not less than $5,000,000. (c) Agent and Xxxxxxxx agree to work together in good faith, and at Xxxxxxxx’s approval of sole cost and expense, to negotiate and enter into such revolving loan facility shall amendments to this Agreement and such other Loan Documents as may be subject tonecessary to permit such Debt owing under any Approved AR Loan Facility, among other things to release and/or subordinate such Liens as may be necessary to effectuate any such Approved AR Loan Facility, and to enter into such third party documents as may be reasonably required requested by Agent, Agent’s receipt of a fully-executed intercreditor agreement in form and substance reasonably acceptable to AgentXxxxxxxx and/or the revolving loan lender under any such Approved AR Loan Facility.