Common use of Conditions Precedent to all Credit Extensions Clause in Contracts

Conditions Precedent to all Credit Extensions. Each Lender’s obligation to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Advance Request Form and any materials and documents required by Section 3.3; (b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Advance Request Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender determine to its reasonable satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the Lenders.

Conditions Precedent to all Credit Extensions. Each Lender’s The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by (i) the Lenders of (i) an executed Disbursement Letter, Letter in the form of Exhibit B-1 attached hereto; and (ii) SVB of an executed Payment Loan Payment/Advance Request Form and any materials and documents required by Section 3.3in the form of Exhibit B-2 attached hereto; (b) the representations and warranties in this Agreement Section 5 hereof shall be true, accurate, accurate and complete in all material respects on the date of the Disbursement Letter (and the Payment Loan Payment/Advance Request Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain Section 5 hereof are true, accurate, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and; (c) Agent and each Lender determine to its in such Lender’s sole but reasonable satisfaction that discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, Material Adverse Change or any material adverse deviation by Borrower from the most recent business plan Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lender; and (d) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. Each Lender’s obligation to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by the Lenders of (i) an executed Disbursement Letter, ; and (ii) an executed Payment Payment/Advance Request Form and any materials and documents required by Section 3.33.4; (b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Payment/Advance Request Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain are true, accurate, and complete in all material respectsrespects as of such date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender determine to its reasonable satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the ObligationsObligations when due, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the Lenders.

Conditions Precedent to all Credit Extensions. Each Lender’s The obligation of Bank to make each Credit Extension, including the initial Credit Extension, is contingent upon the Borrower’s compliance with Section 3.1 above on or prior to the Closing Date, and is further subject to the following conditions precedentconditions: (a) timely receipt by Bank of the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Advance Loan Advance/Paydown Request Form and any materials and documents required by as provided in Section 3.32.1; (b) At all times prior to Borrower’s completion of Borrower’s initial public offering of its common stock, a Warrant to Purchase Preferred Stock in substantially the form of Exhibit E-l attached hereto and at all times after Borrower’s completion of Borrower’s initial public offering of its common stock, a Warrant to Purchase Common Stock in substantially the form of Exhibit E-2 attached hereto; (c) Borrower shall be in compliance with Section 6.6 hereof; (d) in Bank’s sole but reasonable discretion, there has not been a Material Adverse Effect; and (e) the representations and warranties contained in this Agreement Section 5 shall be true, accurate, true and complete correct in all material respects on and as of the date of the Disbursement Letter (and the Payment Advance such Loan Advance/Paydown Request Form) Form and on the Funding Date effective date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations Extension as though made at and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of each such date, and no Event of Default shall have occurred and be continuing continuing, or result from the Credit Extension. Each would exist after giving effect to such Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; (provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific another date shall be true, accurate true and complete correct in all material respects as of such date; and (c) Agent ). The making of each Credit Extension shall be deemed to be a representation and each Lender determine warranty by Borrower on the date of such Credit Extension as to its reasonable satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment accuracy of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented facts referred to and accepted by Agent and the Lendersin this Section 3.2.

Conditions Precedent to all Credit Extensions. Each Lender’s obligation The Lenders’ obligations to make each Credit Extension, including the initial Credit Extension, is are subject to the following conditions precedentfollowing: (a) timely receipt by each Lender, with a copy to the Lenders Agent, of (i) an executed Disbursement Letter, and (ii) an executed Payment Advance Loan Request Form and any materials and documents required by Section 3.3Form; (b) receipt by each Lender, with copies to the Agent, of a duly executed original Note made payable by Borrower to the order of such Lender, evidencing the Credit Extension made by such Lender on the applicable Funding Date; (c) the representations and warranties in this Agreement Section 5 shall be true, accurate, accurate and complete in all material respects on the date of the Disbursement Letter (and the Payment Advance Loan Request Form) Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement Section 5 remain true, accurate, and complete true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and; (cd) Agent and each after giving effect to such Credit Extension, the total outstanding Term Loans shall not exceed the Term Loan Commitments. (e) Each Lender determine to its reasonable satisfaction has determined in such Lender’s sole discretion, that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the Lendersa Material Adverse Change.

Conditions Precedent to all Credit Extensions. Each LenderBank’s obligation obligations to make each Credit ExtensionExtension under this Agreement, including the initial Credit ExtensionExtension under this Agreement, is are subject to the following conditions precedent: (a) timely receipt by the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Advance Transaction Request Form and any materials and documents Borrowing Base Certificate (to the extent required by pursuant to Section 3.36.2(a)); (b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Advance Transaction Request Form) Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects (or all respects, as applicable) as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Borrower’s acceptance of each Credit Extension is BorrowerBxxxxxxx’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects (or all respects, as applicable) as of such date; and (c) Agent and each Lender determine to its reasonable satisfaction Bank determines that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the LendersBank.

Conditions Precedent to all Credit Extensions. Each Lender’s obligation to make each Credit Extension, including Extension hereunder on or after the initial Credit Extension, is Closing Date shall be subject to the following conditions precedentprecedent that: (a) timely receipt by the Lenders of (i) an executed Disbursement Letter, Borrower shall have delivered to the Administrative Agent and (ii) an executed Payment Advance each Lender a Loan Request Form and any materials and documents required by for such Loan in accordance with Section 3.32.02(b); (b) after making the Credit Extensions requested on such Credit Date, the Aggregate Loan Amount shall not exceed the Maximum Facility Limit then in effect; (c) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Initial Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Initial Servicer contained in this Agreement shall be true, accurate, Sections 6.01 and complete 6.02 are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; (ii) no Unmatured Early Amortization Event, Early Amortization Event, Event of Default or Unmatured Event of Default has occurred and is continuing, and no Unmatured Early Amortization Event, Early Amortization Event, Unmatured Initial Servicer Default, Initial Servicer Default, Event of Default or Unmatured Event of Default would result from such Credit Extension; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension; (iv) no Interest Reserve Account Deficit Amount exists or would exist after giving effect to such Credit Extension and any pro forma interest expense caused by the increase in the principal amount of the Loans; (v) the Revolving Period Termination Date has not occurred; and (d) each Lender Group shall have funded its ratable portion of such Credit Extension by 5:00 p.m (New York City time) on the date of the Disbursement Letter (and the Payment Advance Request Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier No advance of a Loan hereunder shall not be applicable constitute a waiver of any condition to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender determine to its reasonable satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the Lenders’ obligation to make such an advance unless such waiver is in writing and executed by the Required Lenders.

Conditions Precedent to all Credit Extensions. Each Lender’s obligation Lenders’ obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedentfollowing: (a) except as otherwise provided in Section 3.4(a), timely receipt by the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Payment/Advance Request Form and any materials and documents required by Section 3.3a Loan Supplement; (b) Borrower shall have duly executed and delivered to each Lender a Note in the amount of such Lender’s Equipment Advance. (c) the representations and warranties in this Agreement Section 5 shall be true, accurate, and complete true in all material respects on the date of the Disbursement Letter (and the Payment Payment/Advance Request Form) , Loan Supplement and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement Section 5 remain true, accurate, and complete true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (cd) Agent and each Lender determine to its reasonable satisfaction Lenders’ determination in their sole discretion, that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or there has not been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and Lenders on or prior to the LendersEffective Date.

Conditions Precedent to all Credit Extensions. Each Lender’s obligation Notwithstanding any other provision of this Agreement or any of the other DIP Financing Documents, and without affecting in any manner the rights of Lender under other sections of this Agreement, Lender shall not be required to make fund any Post-Petition Loan, unless and until each Credit Extension, including the initial Credit Extension, is subject to of the following conditions precedenthas been and continues to be satisfied: (a) timely receipt by No Default or Event of Default exists at the Lenders time, or would result from the funding, of any Post-Petition Loan or other extension of credit. (b) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court or Governmental Authority to enjoin, restrain or prohibit any of the DIP Financing Documents or the consummation of any of the transactions contemplated thereby. (c) No event shall have occurred and no condition shall exist that could reasonably be expected to have a Material Adverse Effect. (d) With respect to all Post-Petition Loans requested after the sooner to occur of (i) an executed Disbursement Letter, and the final hearing on the DIP Motion or (ii) 30 days following the entry of the Interim Financing Order, the Final Financing Order shall have been entered, shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed without the prior written consent of Lender. (e) Lender shall have received an executed Payment Advance Request Form officer's certificate from Borrowers (i) demonstrating Borrowers' compliance with the Budget, (ii) certifying that Borrowers shall apply the proceeds of the Post-Petition Loans only to Budgeted Expenses and any materials (iii) containing a comparison of the Budgeted Expenses to actual expenditures for the most recent week then ended, all certified by a Senior Officer, in form and documents substance satisfactory to Lender. The certificate required by this Section 3.3;shall be provided to Lender on a weekly basis. (bf) the All representations and warranties in this contained within the Agreement and the Acquisition Agreement shall be true, accurate, true and complete in all material respects on the date of the Disbursement Letter (and the Payment Advance Request Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete correct in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and. (cg) Agent and each Lender determine to its reasonable satisfaction that there has not been any material impairment in shall have received such other information or documents regarding the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the Lendersrequested Post-Petition Loan as Lender may reasonably request.

Conditions Precedent to all Credit Extensions. Each Lender’s The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedentfollowing: (a) except as otherwise provided in Section 3.4, timely receipt by the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Payment/Advance Request Form and any materials and documents required by Section 3.3Form; (b) the representations and warranties in this Agreement Section 5 shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Payment/Advance Request Form) Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement Section 5 remain true, accurate, and complete true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender determine to its in such Lender’s reasonable satisfaction that discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the LendersCollateral Agent.

Conditions Precedent to all Credit Extensions. Each Lender’s obligation obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Payment/Advance Request Form and any materials and documents required by Section 3.3Form; (b) receipt by Silver Lake of an executed Silver Lake Promissory Note for the amount of such Credit Extension advanced by Silver Lake; (c) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Payment/Advance Request Form) Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (cd) Agent in Agent’s and each Lender determine to its reasonable satisfaction that Lenders’ good faith discretion, there has not been any a material impairment adverse change in the general affairs, management, results of operation, condition (financial condition or otherwise) or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan financial forecast of Borrower presented to and accepted by Agent and Lenders prior to the Lendersexecution of this Agreement.

Conditions Precedent to all Credit Extensions. Each LenderBank’s obligation to make each Credit Extension, including the initial Credit ExtensionInitial Borrowing, is subject to the following conditions precedent: (a) timely receipt by duly executed original signatures to the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Advance Request Form and any materials and documents required by Section 3.3Control Agreements; (b) except as otherwise provided in Section 3.4(a), timely receipt of an executed Borrowing Base Certificate and/or Transaction Report, as applicable; (c) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Advance Request Form) Borrowing Base Certificate and/or Transaction Report, as applicable, and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (cd) Agent and each Lender determine to its in Bank’s reasonable satisfaction that discretion, after consultation with Borrower, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the LendersBank.

Conditions Precedent to all Credit Extensions. Each LenderBank’s obligation obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedentfollowing: (a) except as otherwise provided in Section 3.4, timely receipt by the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Advance Request Form and any materials and documents required by Section 3.3Transaction Report; (b) the representations and warranties in this Agreement Section 5 shall be true, accurate, and complete true in all material respects on the date of the Disbursement Letter (and the Payment Advance Request Form) Transaction Report and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement Section 5 remain true, accurate, and complete true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender determine to its reasonable satisfaction that in Bank’s sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or there has not been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the LendersBank.

Conditions Precedent to all Credit Extensions. Each Lender’s obligation to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by the Lenders of (i) an executed Disbursement Letter, ; and (ii) an executed Payment Payment/Advance Request Form and any materials and documents required by Section 3.33.4; (b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Payment/Advance Request Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender determine to its their reasonable satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the Lendersa Material Adverse Change.

Conditions Precedent to all Credit Extensions. Each LenderBank’s obligation to make each any Credit ExtensionExtension hereunder, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Advance Request Form and any materials and documents required by Section 3.3; (b) the representations and warranties in this Agreement shall be true, accurate, accurate and complete in all material respects on the date of the Disbursement Letter (and the Payment Advance Request Form) and on the Funding Date of each Credit ExtensionDate; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date or time period shall be truetrue and, accurate and complete in all material respects as of such datedate or with respect to such time period, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, accurate and complete in all material respects, taking into account updates thereof subsequent to the Effective Date to the extent that Borrower has provided written notice to Bank in accordance with the provisions of this Agreement; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date or time period shall be truetrue and, accurate and complete in all material respects as of such datedate or with respect to such time period; and (cb) Agent and each Lender determine Bank determines to its reasonable satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or a Material Adverse Change nor any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and Bank. If any event, condition, circumstances or other factor (collectively, “Circumstances”) exists or does not exist whose existence or non-existence serves as justification under Section 3.1 or this Section 3.2 for Bank’s refusal to make a requested Credit Extension, the Lendersexistence or non-existence or such Circumstances shall not constitute an Event of Default under Section 8 unless it independently constitutes an Event of Default pursuant to another provision of this Agreement.

Conditions Precedent to all Credit Extensions. Each LenderBank’s obligation obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by the Lenders of (i) an executed Disbursement Letterwith respect to requests for Advances, the Credit Extension request and any materials and documents required by Section 3.4 and (ii) with respect to requests for Term Loan Advances, an executed Payment Payment/Advance Request Form and any materials and documents required by Section 3.33.4; (b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and proposed Credit Extension and/or the Payment Payment/Advance Request Form) , as applicable, and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain are true, accurate, and complete in all material respectsrespects as of such date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender determine Bank determines to its reasonable satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the ObligationsObligations when due, or nor any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the LendersBank.

Conditions Precedent to all Credit Extensions. Each LenderBank’s obligation to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by of Xxxxxxxx’s Credit Extension request and the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Advance Request Form and any related materials and documents as required by and in accordance with Section 3.31.13; (b) the representations and warranties in this Agreement shall be true, accurate, true and complete correct in all material respects on as of the date of the Disbursement Letter (any Credit Extension request and the Payment Advance Request Form) and on as of the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate true and complete correct in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, true and complete correct in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate true and complete correct in all material respects as of such date; and (c) Agent and each Lender determine Bank determines to its reasonable satisfaction that there has not been any a (i) material impairment in the general affairs, management, results of operation, operation or financial condition or the prospect of repayment of the ObligationsBorrower, or nor any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent Bank as of the Effective Date (or from a business plan of Xxxxxxxx presented to and accepted by Bank subsequent to the LendersEffective Date pursuant to Section 5.3), or (ii) Material Adverse Change.

Conditions Precedent to all Credit Extensions. Each LenderBank’s obligation obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Payment/Advance Request Form and any materials and documents required by Section 3.3Form; (b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Payment/Advance Request Form) Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender determine Bank determines to its reasonable satisfaction that there has not been any material impairment in the general affairsbusiness, executive management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the LendersBank.

Conditions Precedent to all Credit Extensions. Each Lender’s obligation The Lenders’ obligations to make each Credit ExtensionExtension and the Issuing Bank’s obligation to issue any Letters of Credit, including the initial Credit Extension, is are subject to the following conditions precedent: (a) timely receipt by the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Advance Transaction Request Form and any materials and documents required by Section 3.3Borrowing Base Certificate (other than, in each case, with respect to Letters of Credit); (b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Advance Transaction Request Form) Form and on the Funding Date of each Credit Extension; provided, however, provided that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, provided further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Borrower’s acceptance of each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, provided that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, provided further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender the Lenders determine to its their reasonable satisfaction in their good faith judgment that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the Lenders.

Conditions Precedent to all Credit Extensions. Each Lender’s obligation The obligations of Lenders to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedentfollowing: (a) timely receipt of a Notice of Borrowing by the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Advance Request Form and any materials and documents required by Section 3.3each Lender; (b) the representations and warranties in this Agreement Section 5 shall be true, accurate, and complete true in all material respects on the date of the Disbursement Letter (and the Payment Advance Request Form) Notice of Borrowing and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement Section 5 remain true, accurate, and complete true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and in each Lender determine to its reasonable satisfaction that Lenders’ sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or there has not been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the LendersAgent.

Conditions Precedent to all Credit Extensions. Each LenderBank’s obligation obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by of the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Advance Request Form Credit Extension request and any materials and documents required by Section 3.33.4; (b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Advance Request Form) proposed Credit Extension and on the Funding Date of each Credit ExtensionExtension taking into account updates thereof subsequent to the Effective Date to the extent permitted by notice to Bank by one or more specific provisions of this Agreement; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete 42052335v6 220763.002102 in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respectsrespects taking into account updates thereof subsequent to the Effective Date to the extent permitted by notice to the Bank by one or more specific provisions of this Agreement; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender determine to its reasonable satisfaction that in Bank’s sole discretion, there has not been a Material Adverse Change. If any material impairment in event, condition, circumstances or other factor (collectively, “Circumstances”) exists or does not exist whose existence or non-existence serves as justification under Section 3.1 or this Section 3.2 for Bank’s refusal to make a requested Credit Extension, the general affairs, management, results existence or non-existence or such Circumstances shall not constitute an Event of operation, financial condition or the prospect Default under Section 8 unless it independently constitutes an Event of repayment Default pursuant to another provision of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the Lendersthis Agreement.

Conditions Precedent to all Credit Extensions. Each Lender’s obligation to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedentfollowing: (a) except as otherwise provided in Section 3.4(a), timely receipt by the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Payment/Advance Request Form and any materials and documents required by Section 3.3Form; (b) the representations and warranties in this Agreement Section 5 shall be true, accurate, and complete true in all material respects on the date of the Disbursement Letter (and the Payment Payment/Advance Request Form) Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement Section 5 remain true, accurate, and complete true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender determine to its reasonable satisfaction that in Lender’s sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or there has not been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the LendersLender.

Conditions Precedent to all Credit Extensions. Each Lender’s obligation to make On the date of each Credit ExtensionBorrowing (including each Swingline Borrowing) and on the date of each issuance, including the initial Credit Extensionamendment, is subject to the following conditions precedentextension or renewal of a Letter of Credit: (a) timely receipt by the Lenders of (i) an executed Disbursement LetterLead Borrower shall have delivered to the Administrative Agent a customary Borrowing Request, and (ii) an executed Payment Advance or LC Request Form and any materials and documents required by Section 3.3as the case may be; (b) other than on the Closing Date, Availability on the proposed date of such Borrowing shall be adequate to cover the amount of such Borrowing; (c) other than on the Closing Date, no Default or Event of Default shall exist at the time of, or result from, such funding or issuance; (d) other than on the Closing Date, the representations and warranties of each Loan Party set forth in Article III of this Agreement or in any Security Document shall be true, accurate, true and complete correct in all material respects (without duplication of any materiality qualifier contained therein) on the date of the Disbursement Letter of, and upon giving effect to, such funding or issuance (and the Payment Advance Request Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any except for representations and warranties that already are qualified or modified by materiality expressly relate to an earlier date, in the text thereof; and provided, further that those which case such representations and warranties expressly referring to a specific date shall be true, accurate true and complete correct in all material respects as such earlier date); (e) in the case of such datea Letter of Credit to be denominated in the Alternative LC Currency, and no Event of Default there shall not have occurred and be continuing any change in national or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain trueinternational financial, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified political or modified by materiality economic conditions or currency exchange rates or exchange controls which in the text thereof; and provided, further that those representations and warranties expressly referring reasonable opinion of the Administrative Agent or the Issuing Bank would make it impracticable for such Letter of Credit to a specific date shall be true, accurate and complete denominated in all material respects as of such datethe Alternative LC Currency; and (cf) Agent and each Lender determine with respect to its reasonable satisfaction that there has not been the issuance of any material impairment in Letter of Credit, the general affairs, management, results LC Conditions shall be satisfied. Each request by the Borrowers for funding of operation, financial condition or the prospect of repayment of the Obligationsa Revolver Loan, or any material adverse deviation issuance of a Letter of Credit shall constitute a representation by Borrower from the most recent business plan Borrowers that the conditions in clauses (b) through (d) above are satisfied on the date of Borrower presented to such request and accepted by Agent and on the Lendersdate of such funding or issuance.

Conditions Precedent to all Credit Extensions. Each LenderBank’s obligation obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedentfollowing: (a) except as otherwise provided in Section 3.4(a), timely receipt by the Lenders of (i) an executed Disbursement LetterTransaction Report, a Notice of Borrowing (for Advances under the Revolving Line), and (ii) an executed Payment Advance Request Form and any materials and documents required by Section 3.3Transaction Report (for Equipment Advances); (b) the representations and warranties in this Agreement Section 5 shall be true, accurate, and complete true in all material respects on the date of the Disbursement Letter (and the Payment Notice of Borrowing or Payment/Advance Request Form) , as applicable, and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement Section 5 remain true, accurate, and complete true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender determine to its reasonable satisfaction that in Bank’s sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or there has not been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the LendersBank.

Conditions Precedent to all Credit Extensions. Each LenderBank’s obligation obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt by the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Payment/Advance Request Form and any materials and documents required by Section 3.3Form; (b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Payment/Advance Request Form) Form and on the Funding Date of each Credit Extension, taking into account updates thereof subsequent to the Effective Date to the extent permitted by notice to Bank by one or more specific provisions of this Agreement; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date or time period shall be true, accurate and complete in all material respects as of such datedate or with respect to such time period, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects, taking into account updates thereof subsequent to the Effective Date to the extent permitted by notice to the Bank by one or more specific provisions of this Agreement; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date or time period shall be true, accurate and complete in all material respects as of such datedate or with respect to such time period; and (c) Agent and each Lender determine Bank determines to its reasonable satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent Bank. If any event, condition, circumstances or other factor (collectively, “Circumstances”) exists or does not exist whose existence or non-existence serves as justification under Section 3.1 or this Section 3.2 for Bank’s refusal to make a requested Credit Extension, the existence or non-existence of such Circumstances shall not in and the Lendersof itself constitute an Event of Default under Section 8 unless it independently constitutes an Event of Default pursuant to another provision of this Agreement.

Conditions Precedent to all Credit Extensions. Each LenderBank’s obligation obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by the Lenders of (i) an executed Disbursement Letterwith respect to requests for Advances, the Credit Extension request and any materials and documents required by Section 3.4 and (ii) with respect to the request for Term Loan Advances, an executed Payment Payment/Advance Request Form and any materials and documents required by Section 3.33.4; (b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and proposed Credit Extension and/or of the Payment Payment/Advance Request Form) , as applicable, and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender determine Bank determines to its reasonable satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or nor any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent Bank. (d) to the extent that any of the financial covenants set forth in Section 6.9 were not tested as of the immediately preceding quarter or month end, as applicable, evidence that Borrower achieved all of the financial thresholds required by Section 6.9 for the immediately preceding quarter and the Lendersmonth end, as applicable.

Conditions Precedent to all Credit Extensions. Each LenderBank’s obligation obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely As a condition to the initial Advance under the Revolving Line only, receipt by of a Borrowing Base Report at least 15 days prior to the Lenders date of (i) an executed Disbursement Letter, and (ii) an executed Payment Advance Request Form and any materials and documents required by Section 3.3the initial Advance; (b) except as otherwise provided in Section 3.4(a), timely receipt of an executed Payment/Advance Form; (c) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Payment/Advance Request Form) Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (cd) Agent and each Lender determine to its reasonable satisfaction that in Bank’s sole discretion, there has not been any material impairment adverse effect in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the LendersBank.

Conditions Precedent to all Credit Extensions. Each Lender’s obligation Agent, LC Issuers and Lenders shall not be required to make each fund any Loans, arrange for issuance of any Letters of Credit Extensionor grant any other accommodation to or for the benefit of Borrowers, including the initial Credit Extension, is subject to unless the following conditions precedent:are satisfied:| (a) timely receipt by No Default or Event of Default shall exist at the Lenders of (i) an executed Disbursement Lettertime of, and (ii) an executed Payment Advance Request Form and any materials and documents required by Section 3.3or result from, such funding, issuance or grant; (b) the The representations and warranties of each Obligor in this Agreement the Loan Documents shall be true, accurate, true and complete correct in all material respects on the date of the Disbursement Letter of, and upon giving effect to, such funding, issuance or grant (and the Payment Advance Request Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any except for representations and warranties that already are qualified or modified by materiality expressly relate to an earlier date); (c) All conditions precedent in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date any other Loan Document shall be true, accurate and complete in all material respects as of such date, and no Event of Default satisfied; (d) No event shall have occurred and or circumstance exist that has or could reasonably be continuing or result from expected to have a Material Adverse Effect; (e) With respect to issuance of a Letter of Credit, the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date LC Conditions shall be true, accurate and complete in all material respects as of such datesatisfied; and (cf) There exists no fact or circumstance, including by reason of the application of any so-called “currency exchange” laws, rules or regulations (as in effect at the time of any proposed borrowings hereunder) which could reasonably be expected to materially interfere with the ability of any Obligor to satisfy any of its Obligations in full at such time as such Obligations become due and payable pursuant to the terms hereof. Each request (or deemed request) by Borrower Agent or any Borrower within a Borrower Group for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers within such Borrower Group on behalf of whom such extension of credit is proposed to be made that the foregoing conditions are satisfied on the date of such request and each Lender determine on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in its reasonable satisfaction that there has not been any material impairment discretion in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the Lendersconnection therewith.

Conditions Precedent to all Credit Extensions. Each Lender’s The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) satisfaction of all Applicable Funding Conditions for the applicable Credit Extension as set forth in the Credit Facility Schedule, each in form and substance satisfactory to Agent; (b) timely receipt by the Lenders Agent of (i) an executed Disbursement Letter, and (ii) an executed Payment Advance Request Credit Extension Form and any materials and documents required by Section 3.3in the form attached hereto; (bc) the representations and warranties in this Agreement Article 5 and elsewhere in the Financing Documents shall be true, accurate, correct and complete in all material respects on the date of the Disbursement Letter (and the Payment Advance Request Form) Credit Extension Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement Article 5 and elsewhere in the Financing Documents remain true, accurate, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (d) no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension; (e) Agent shall be satisfied with the results of any searches conducted under Section 3.5; (f) Receipt by Agent of such evidence as Agent shall request to confirm that the deliveries made in Section 3.1 remain current, accurate and in full force and effect, or if not, updates thereto, each in form and substance satisfactory to Agent; and (cg) Agent and each Lender determine to its reasonable satisfaction that in such Lender’s sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, Material Adverse Change or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the LendersAgent.

Conditions Precedent to all Credit Extensions. Each Lender’s obligation to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by the Lenders of (i) an executed Disbursement Letter, Letter and (ii) an executed Payment Payment/Advance Request Form and any materials and documents required by Section 3.33.4; (b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Payment/Advance Request Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender determine to its reasonable satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or nor any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the Lenders.

Conditions Precedent to all Credit Extensions. Each Lender’s The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by (i) the Lenders of (i) an executed Disbursement Letter, Letter in the form of Exhibit B‑1 attached hereto; and (ii) SVB of an executed Payment Loan Payment/Advance Request Form and any materials and documents required by Section 3.3in the form of Exhibit B‑2 attached hereto; (b) the representations and warranties in this Agreement Section 5 hereof shall be true, accurate, accurate and complete in all material respects on the date of the Disbursement Letter (and the Payment Loan Payment/Advance Request Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain Section 5 hereof are true, accurate, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and; (c) Agent and each Lender determine to its in such Lender’s sole but reasonable satisfaction that discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, Material Adverse Change or any material adverse deviation by Borrower from the most recent business plan Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lender; (d) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each Credit Extension made by such Lender after the Effective Date; and (e) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. Each LenderBank’s obligation obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Advance Request Form and any materials and documents required by Transaction Report pursuant to Section 3.33.4; (b) the representations and warranties of Borrower in this Agreement shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Advance Request Form) and on the applicable Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (c) no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension.; and (cd) Agent and each Lender determine Bank determines to its reasonable satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the LendersBank.

Conditions Precedent to all Credit Extensions. Each Lender’s obligation to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by the Lenders of (i) an executed Disbursement Letter, ; and (ii) an executed Payment Payment/Advance Request Form and any materials and documents required by Section 3.33.4; (b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Payment/Advance Request Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain are true, accurate, and complete in all material respectsrespects as of such date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender determine to its reasonable satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or nor any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the Lenders.

Conditions Precedent to all Credit Extensions. Each Lender’s obligation to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by the Lenders of (i) an executed Disbursement Letter, Letter and (ii) an executed Payment Payment/Advance Request Form and any materials and documents required by Section 3.3Form; (b) the representations and warranties in this Agreement and the Debentures shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Payment/Advance Request Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement and the Debentures remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender determine to its reasonable satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the Lenders.

Conditions Precedent to all Credit Extensions. Each LenderBank’s obligation obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt by the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Payment/Advance Request Form and any materials and documents required by Section 3.3Form; (b) the representations and warranties in this Agreement shall be true, accurate, true and complete correct in all material respects on the date of the Disbursement Letter (and the Payment Payment/Advance Request Form) Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate true and complete correct in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, true and complete correct in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate true and complete correct in all material respects as of such date; and; (c) Agent and each Lender determine Bank determines to its reasonable satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or nor any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and Bank; and (d) With respect to the Lendersinitial Term B Loan Advance, the duly executed original Term B Loan Warrants.

Conditions Precedent to all Credit Extensions. Each Lender’s obligation Notwithstanding any other provision of this Agreement or any of the other DIP Financing Documents, and without affecting in any manner the rights of Lender under other sections of this Agreement, Lender shall not be required to make fund any Post-Petition Loan, unless and until each Credit Extension, including the initial Credit Extension, is subject to of the following conditions precedenthas been and continues to be satisfied: (a) timely receipt by No Default or Event of Default exists at the Lenders time, or would result from the funding, of any Post-Petition Loan or other extension of credit. (b) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court or Governmental Authority to enjoin, restrain or prohibit any of the DIP Financing Documents or the consummation of any of the transactions contemplated thereby. (c) No event shall have occurred and no condition shall exist that could reasonably be expected to have a Material Adverse Effect. (d) With respect to all Post-Petition Loans requested after the sooner to occur of (i) an executed Disbursement Letter, and the final hearing on the DIP Motion or (ii) 30 days following the entry of the Interim Financing Order, the Final Financing Order shall have been entered, shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed without the prior written consent of Lender. (e) Lender shall have received an executed Payment Advance Request Form officer’s certificate from Borrowers (i) demonstrating Borrowers’ compliance with the Budget, (ii) certifying that Borrowers shall apply the proceeds of the Post-Petition Loans only to Budgeted Expenses and any materials (iii) containing a comparison of the Budgeted Expenses to actual expenditures for the most recent week then ended, all certified by a Senior Officer, in form and documents substance satisfactory to Lender. The certificate required by this Section 3.3;shall be provided to Lender on a weekly basis. (bf) the All representations and warranties in this contained within the Agreement and the Acquisition Agreement shall be true, accurate, true and complete in all material respects on the date of the Disbursement Letter (and the Payment Advance Request Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete correct in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and. (cg) Agent and each Lender determine to its reasonable satisfaction that there has not been any material impairment in shall have received such other information or documents regarding the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the Lendersrequested Post-Petition Loan as Lender may reasonably request.

Conditions Precedent to all Credit Extensions. Each LenderBank’s obligation obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Payment/Advance Request Form and any materials and documents required by Section 3.3Form; (b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Payment/Advance Request Form) Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement Section 5 remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender determine to its in Bank’s reasonable satisfaction that discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the LendersBank.

Conditions Precedent to all Credit Extensions. Each Lender’s The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by (i) the Lenders of (i) an executed Disbursement Letter, Letter in the form of Exhibit B‑1 attached hereto; and (ii) SVB of an executed Payment Loan Payment/Advance Request Form and any materials and documents required by Section 3.3in the form of Exhibit B‑2 attached hereto; (b) the representations and warranties in this Agreement Section 5 hereof shall be true, accurate, accurate and complete in all material respects on the date of the Disbursement Letter (and the Payment Loan Payment/Advance Request Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain Section 5 hereof are true, accurate, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and; (c) Agent in such Lender’s sole and each Lender determine to its reasonable satisfaction that discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, Material Adverse Change or any material adverse deviation by Borrower from the most recent business plan Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lender; (d) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each Credit Extension made by such Lender after the Effective Date; and (e) payment of the fees and appropriately itemized Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. Each LenderBank’s obligation obligations to make each Credit Extension, including Extension following the initial Credit ExtensionEffective Date, is subject to the following conditions precedent: (a) timely receipt by of the Lenders closing deliverables set forth in Section 3.1 and satisfaction of (i) an executed Disbursement Letter, and (ii) an executed Payment Advance Request Form and any materials and documents required by Section 3.3all conditions precedent thereto; (b) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (c) each of the representations and warranties in this Agreement and the Debentures shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Payment/Advance Request Form) Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement and the Debentures remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (cd) Agent and each Lender determine to its reasonable satisfaction that in Bank’s sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the LendersBank.

Conditions Precedent to all Credit Extensions. Each Lender’s 's obligation to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by the Lenders of (i) an executed Disbursement Letter, Letter and (ii) an executed Payment Loan Payment/Advance Request Form and any materials and documents required by Section 3.3Form; (b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Loan Payment/Advance Request Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s 's representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender determine to its reasonable satisfaction that there has not been any material impairment in the general affairsbusiness, management, results of operationoperations, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the Lenders.

Conditions Precedent to all Credit Extensions. Each LenderBank’s obligation obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by of the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Advance Request Form Credit Extension request and any materials and documents required by Section 3.33.4; (b) the representations and warranties in this Agreement Agreement, in the ISR Debentures in the UK Debenture, and in the IP Agreements shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Advance Request Form) proposed Credit Extension and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement, in the ISR Debentures, the UK Debenture and the IP Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender determine Bank determines to its reasonable satisfaction satisfaction, in its good faith business judgment, that there has not been any material impairment in the Borrower’s general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or nor any material adverse deviation by Borrower from the most recent business plan of Borrower Borrower, as applicable, presented to and accepted by Agent and the LendersBank.

Conditions Precedent to all Credit Extensions. Each Lender’s The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedentfollowing: (a) timely receipt by the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Payment/Advance Request Form and any materials and documents required by Section 3.3in the form of Exhibit B attached hereto; (b) the representations and warranties in this Agreement Section 5 shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Payment/Advance Request Form) Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s 's representation and warranty on that date that the representations and warranties in this Agreement Section 5 remain true, accurate, and complete true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender determine to its in such Lender's reasonable satisfaction that discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the Lenders.

Conditions Precedent to all Credit Extensions. Each Lender’s The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) satisfaction of all Applicable Funding Conditions for the applicable Credit Extension as set forth in the Credit Facility Schedule, each in form and substance satisfactory to Agent; (b) timely receipt by the Lenders Agent of (i) an executed Disbursement Letter, and (ii) an executed Payment Advance Request Credit Extension Form and any materials and documents required by Section 3.3in the form attached hereto; (bc) the representations and warranties in this Agreement Article 5 and elsewhere in the Financing Documents shall be true, accurate, correct and complete in all material respects on the date of the Disbursement Letter (and the Payment Advance Request Form) Credit Extension Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrowereach Credit Party’s representation and warranty on that date that the representations and warranties in this Agreement Article 5 and elsewhere in the Financing Documents remain true, accurate, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (d) no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension; (e) Agent shall be satisfied with the results of any searches conducted under Section 3.5; (f) receipt by Agent of such evidence as Agent shall request to confirm that the deliveries made in Section 3.1 remain current, accurate and in full force and effect, or if not, updates thereto, each in form and substance satisfactory to Agent; and (cg) Agent and each Lender determine to its reasonable satisfaction that as determined in Agent’s sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, Material Adverse Change or any material adverse deviation by Borrower or any Credit Party from the most recent business plan of Borrower the Credit Parties presented to and accepted by Agent and the Lenders.Agent. [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Quotient Credit Agreement 7

Conditions Precedent to all Credit Extensions. Each Lender’s obligation obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) with respect to requests for Term Loan Advances timely receipt by the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Payment/Advance Request Form and any materials and documents required by Section 3.33.4; (b) the representations and warranties in this Agreement and the Australian Mortgage Debenture shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and proposed Credit Extension and/or of the Payment Payment/Advance Request Form) , as applicable, and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement and the Australian Mortgage Debenture remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender determine determines to its reasonable satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or nor any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the LendersLender.

Conditions Precedent to all Credit Extensions. Each Lender’s The obligation of Bank to make each Credit Extension, including the initial Credit Extension, is contingent upon Borrower’s compliance with Section 3.1 above, and is further subject to the following conditions precedentconditions: (a) timely receipt by Bank of the Lenders of (i) an executed Disbursement Letter, and (ii) an executed Payment Advance Loan Advance/Paydown Request Form and any materials and documents required by as provided in Section 3.32.1; (b) in Bank’s sole discretion, there has not been a material adverse effect on (i) the operations, business, or financial condition of Borrower and its Subsidiaries taken as a whole, or (ii) the ability of Borrower to repay the Obligations or otherwise perform its obligations under the Loan Documents; and (c) the representations and warranties contained in this Agreement Section 5 shall be true, accurate, true and complete correct in all material respects on and as of the date of the Disbursement Letter (and the Payment Advance such Loan Advance/Paydown Request Form) Form and on the Funding Date effective date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations Extension as though made at and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of each such date, and no Event of Default shall have occurred and be continuing continuing, or result from the Credit Extension. Each would exist after giving effect to such Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; (provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific another date shall be true, accurate true and complete correct in all material respects as of such date; and ). The making of each Term Loan shall be deemed to be a representation and warranty by Borrower that, on the funding date requested for such Term Loan (c) Agent and each Lender determine to its reasonable satisfaction that there has not been any material impairment as noted in the general affairsLoan Advance/Paydown Request Form, management, results of operation, financial condition or the prospect date of repayment funding if no such date is noted on the form), the representations and warranties contained in Section 5 are true and correct in all material respects (provided, however, that those representations and warranties expressly referring to another date shall be true and correct in all material respects as of the Obligationssuch date). TheRealReal, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the Lenders.Inc. LSA 4

Conditions Precedent to all Credit Extensions. Each Lender’s The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by (i) the Lenders of (i) an executed Disbursement Letter, Payment/Advance Form in the form of Exhibit B-1 attached hereto; and (ii) SVB of an executed Payment Loan Payment/Advance Request Form and any materials and documents required by Section 3.3in the form of Exhibit B-2 attached hereto; (b) the representations and warranties in this Agreement Section 5 hereof shall be true, accurate, accurate and complete in all material respects on the date of the Disbursement Letter Payment/Advance Form (and the Payment Loan Payment/Advance Request Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain Section 5 hereof are true, accurate, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and; (c) Agent and each Lender determine to its reasonable satisfaction that in such Lender’s sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, Material Adverse Change or any material adverse deviation by Borrower from the most recent business plan Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lender; and (d) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. Each Lender’s obligation obligations to make each Credit ExtensionExtension (excluding, including however, the initial Initial Credit Extension), is subject to the following conditions precedent: : (a) timely at least two (2) months and fifteen (15) Business Days prior to the proposed Funding Date of such Credit Extension, Xxxxxx’s receipt by the Lenders of (i) an executed Disbursement LetterLoan Request, Borrowing Base Statement and the Monthly Statements for the prior financial reporting period (iian “Initial Loan Request”); (b) at least ten (10) Business Days prior to the proposed Funding Date of such Credit Extension, Xxxxxx’s receipt of an executed Payment Advance Request Form Loan Request, Borrowing Base Statement and any other materials and documents required by Section 3.3; 3.2(a), each being updated versions of the documents provided pursuant to Section 3.2(a); (bc) the Borrower’s representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment Advance Request FormCredit Extension request under Section 3.2(a) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (cd) Agent [Intentionally Omitted]; (e) Lender shall have received satisfactory evidence that Borrower’s Board has approved that such Authorized Signer may provide such notices and each Lender determine to its reasonable satisfaction that there request Credit Extensions; and (f) no Material Adverse Change has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the Lendersoccurred.

Conditions Precedent to all Credit Extensions. Each LenderBank’s obligation obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by the Lenders of (i) an executed Disbursement Letterduring the Transition Period, a Loan Advance Request Form, substantially in the form set forth in Exhibit C hereto, and (ii) an executed Payment Advance Request Form at all other times, the Credit Extension request, and in any case any materials and documents required by Section 3.33.4; (b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter (and proposed Credit Extension and/or of the Payment Payment/Advance Request Form) , as applicable, and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Agent and each Lender determine Bank determines to its reasonable satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or nor any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the LendersBank.