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

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B B-1 attached hereto; and (ii) SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter (and the 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such Lender’s sole but reasonable discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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 WarrantsNotes, 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such Lender’s sole and reasonable discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such Lender’s sole and reasonable discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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 WarrantsNotes, 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B B-1 attached hereto; and (ii) SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter (and the 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 Section 5 hereof are 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) in such Lender’s sole but reasonable discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each LenderChange; (di) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, substantially in number, the form and content acceptable to each Lender, and attached hereto as Exhibit D in favor of each Lender according to its Commitment Percentage, with respect to each Credit Extension made by such Lender after the Effective DateDate and (ii) a Warrant substantially in the form attached hereto as Exhibit E in favor of each Lender; and (e) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender Bank’s 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 Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached heretoPayment/Advance Form; (b) the representations and warranties in Section 5 hereof this Agreement shall be true, accurate accurate, and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are this Agreement 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; (c) in such Lender’s sole discretion, Bank determines to its reasonable satisfaction that there has not been any Material Adverse Change material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor any material adverse deviation by Borrower from the Annual Projections most recent business plan of Borrower presented to and accepted by Collateral Agent and each Lender;Bank; and (d) to the extent not delivered at the Effective Datefor any Term B Loan Advance made after April 6, duly executed original Secured Promissory Notes and Warrants2018, in number(i) delivery of financial statements, form and content including Annual Recurring Revenue reports, acceptable to each LenderBank in Bank’s sole discretion, and (ii) confirmation by Bank that Borrower has delivered to Bank evidence satisfactory to Bank in favor of each Lender according to its Commitment Percentage, with respect to each Credit Extension made by such Lender after sole discretion that Borrower has achieved the Effective Date; and (e) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofMilestone Event.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such Lender’s sole and reasonable discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each LenderChange; (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. The obligation of each Lender Bank’s 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(a), timely receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached heretoTransaction Report or Loan Supplement; (b) the representations and warranties in Section 5 hereof this Agreement shall be true, accurate accurate, and complete in all material respects on the date of the Disbursement Letter Transaction Report or 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 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 Section 5 hereof are this Agreement remain true, accurate accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be -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) in such LenderBank’s sole discretion, there has not been any Material Adverse Change 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 Annual Projections most recent business plan of Borrower presented to and accepted by Collateral Agent and each Lender; Bank. If any event, condition, circumstance or other factor (dcollectively, “Circumstances”) exists or does not exist whose existence or non-existence serves as justification under this Section 3.2(c) for Bank’s refusal to make a requested Credit Extension, the extent existence or non-existence of such Circumstance shall not delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable constitute an Event of Default under Section 8 unless it independently constitutes an Event of Default pursuant to each Lender, and in favor another provision 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 hereofthis Agreement.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter Payment/Advance Form in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter Payment/Advance 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 each Borrower’s representation and warranty on that date that the representations and warranties in Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower Borrowers from the Annual Projections most recent business plan of Borrower Borrowers 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 DateAgent; and (ed) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such Lender’s sole but reasonable discretion, there has not been any a Material Adverse Change or any material adverse deviation by Borrower from the 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. The obligation of each Lender to make honor each Credit ExtensionExtension request, including the initial Credit ExtensionExtension request, is further subject to the following conditions precedentconditions: (a) receipt by Collateral Agent of an executed Disbursement Letter Lender shall have received a Borrowing Notice as provided in the form of Exhibit B attached heretoSection 2.1; (b) Each Borrower shall have satisfied all of the Borrowing Criteria; (c) the representations and warranties contained in Section 5 hereof shall be true, accurate true and complete correct in all material respects on and as of the date of the Disbursement Letter Borrowing Notice for such Credit Extension and on the Funding Date date that the funds representing such Credit Extension are wired to Borrowers (the "Effective Date") as though made at and as of each Credit Extension; such date, and no Event of Default shall have occurred and be continuing, or would exist after each Effective 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 another date shall be true, accurate correct and complete in all material respects as of such date). The delivery of each Borrowing Notice and the making of each Credit Extension shall be deemed to be a representation and warranty by each Borrower on the date of each Borrowing Notice and each Effective Date as to the accuracy of the facts referred to in Section 3.1 and Section 3.2; (d) the representations and warranties contained in the Merger Agreement shall be true and correct in all material respects on and as of the date of the Borrowing Notice for such Credit Extension and on the Effective Date for such Credit Extension as though made at and as of each such date, and no Event of Default shall have occurred and be continuing or result from would exist after such Effective Date. (e) all appropriate financing statements and other similar documents shall have been duly and properly recorded with the Credit Extension. Each Credit Extension offices of the appropriate Secretaries of State or all other offices in which such a filing is Borrower’s representation necessary or appropriate to perfect the security interest of Lender and warranty on that date that the representations and warranties subject to those Permitted Liens set forth in Section 5 hereof 1.1C(2) of the Schedule to the extent such Permitted Liens are truevalid and enforceable, accurate and complete Lender shall have a duly perfected, first priority security interest in all material respects; providedof the Collateral; (f) Borrowers shall have used best efforts to obtain such landlord waivers as Lender deems reasonably necessary, howeverin form and substance acceptable to Lender. Notwithstanding the foregoing, that such materiality qualifier the Borrower shall not be applicable required to any representations and warranties that already are qualified or modified by materiality in obtain a waiver from the text thereof; and providedlandlord with respect to the premises located at 00 Xxxxx Xxxxx, further that those representations and warranties expressly referring to a specific date shall be trueXxx Xxxx, accurate and complete in all material respects as of such dateXxx Xxxx; (cg) Lender shall have received payment in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections full 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 all unpaid Lender according to its Commitment Percentage, with respect to each Credit Extension made by such Lender after Expenses accrued through the Effective Date; and (eh) payment of Lender shall have received an account control agreement, in form and substance satisfactory to Lender, executed by each Borrower and the fees and Lenders’ Expenses then due as specified in Section 2.5 hereoffinancial, depository or other institution with whom such Borrower maintains any deposit, security, investment or similar account.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B B‑1 attached hereto; and (ii) SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B‑2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter (and the Loan Payment/Advance Request Form and any 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 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lender; (d) after giving effect to such Credit Extension, the total outstanding Revolving Advances does not exceed the Availability Amount; (e) with respect to the initial Revolving Advance, (i) the completion of the Initial Audit with results satisfactory to the Lenders in their sole and absolute discretion and (ii) an executed Transaction Report; (f) 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 Term Loan Commitment Percentage or Revolving Line Commitment Percentage, as applicable, with respect to each Credit Extension made by such Lender after the Effective Date; and (eg) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.6 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedentfollowing: (a) (i) receipt by Collateral Agent Lenders of an executed Disbursement Letter in the form of Exhibit B B-1 attached hereto, and (ii) receipt by SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B-2 attached hereto; (b) the Borrower’s representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such Lender’s sole reasonable discretion, there has not been any Material Adverse Change material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the Annual Projections most recent business plan 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 hereofAgent.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B B‑1 attached hereto; and (ii) SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B‑2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter (and the 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 Section 5 hereof are 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) in such Lender’s sole reasonable discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each LenderChange; (d) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and WarrantsNotes, 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B B-1 attached hereto; and (ii) SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter (and the 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 Section 5 hereof are 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) in such Lender’s sole but reasonable discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each LenderChange; (d) to the extent not delivered at the Effective Date, (i) duly executed original Secured Promissory Notes and Warrants, in number, the form and content acceptable to each Lender, and attached hereto as Exhibit D in favor of each Lender according to its Commitment Percentage, with respect to each Credit Extension made by such Lender after the Effective DateDate and (ii) Warrants, in number, form and content acceptable to each Lender, and in favor of each Lender to purchase a certain number of shares of the Preferred Stock (as defined in the Warrant) as set forth therein; and (e) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B B-1 attached hereto; and (ii) SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter (and the 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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, substantially the form and content acceptable to each Lenderdelivered as of the Effective Date, 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B B-1 attached hereto; and (ii) SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter (and the 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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, 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 with respect to the Warrants, Warrants in favor of each Lender consistent with the Warrants issued on the Effective Date and having the same type/series of stock, exercise price and warrant coverage percentage; and (e) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such Lender’s sole but reasonable discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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 WarrantsNotes, 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B B-1 attached hereto; and (ii) Square 1 of an executed Loan Advance/Paydown Request Form in the form of Exhibit B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter (and the Loan Advance/Paydown 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) except as otherwise provided in Section 3.5, timely receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached heretoPayment/Advance Form; (b) the representations and warranties in Section 5 hereof this Agreement shall be true, accurate correct, and complete in all material respects on the date of the Disbursement Letter Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that (A) such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; thereof and provided, further that (B) those representations and warranties expressly referring to a specific date shall be true, accurate correct 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 Section 5 hereof are this Agreement remain true, accurate correct, 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 correct and complete in all material respects as of such date; (c) a certificate executed by the Secretary of Borrower, certifying that Agent and the Lenders may conclusively rely on such certificate unless and until Borrower shall have delivered to Agent a further certificate canceling or amending such prior certificate, providing verification of the name(s) of the Person(s) authorized to execute the Loan Documents to which Borrower is a party to on behalf of Borrower, together with a sample of the true signature(s) of such Person(s) and attaching (or for delivery of such certificate following the Effective Date, a statement of no change, if applicable) (i) a true, correct, and complete copy Borrower’s board resolutions approving the transactions contemplated by this Agreement and the other Loan Documents to which Borrower is a party to certifying that such resolutions are in full force and effect and authorizing and ratifying the execution, delivery, and performance by Borrower of the Loan Documents to which it is a party and (ii) Borrower’s Operating Documents duly executed. (d) a certificate of status/good standing of Borrower certified by the Secretary of State for the State of Delaware and, for the Effective Date only, a certificate of foreign qualification from each jurisdiction where Borrower’s failure to be so qualified could reasonably be expected to have a Material Adverse Effect (as defined below), in each case as of a date no earlier than thirty (30) days prior to the Effective Date or the Funding Date of the Term B Loan, as the case may be; (e) a certificate executed by a Responsible Officer of Borrower, in form and substance satisfactory to Agent, which shall certify as to certain conditions to the funding of such LenderTerm Loan; (f) with respect to each Term Loan, Borrower shall have delivered Warrants to Agent for each applicable Lender in the form attached hereto as Exhibit E; (g) no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension; (h) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other Liens on the Collateral, other than Permitted Liens (as defined below); (i) Agent shall have received such other documents, agreements, instruments or information as Agent shall reasonably request; and (j) in Agent’s sole discretion, there has not been any a Material Adverse Change or any material adverse deviation by Borrower from the 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 hereofChange.

Conditions Precedent to all Credit Extensions. 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, if any, in each case each in form and substance satisfactory to Agent and each Lender; (b) timely receipt by Collateral the Agent and each Lender of an executed Disbursement Letter Credit Extension Form in the form of Exhibit B attached hereto; (bc) (i) for Credit Extensions made on the Closing Date, the representations and warranties in Section Article 5 hereof and elsewhere in the Financing Documents shall be true, accurate correct and complete in all respects on the Closing Date; provided, however, that those representations and warranties expressly referring to a specific date shall be true, correct and complete in all respects as of such date; and (ii) for Credit Extensions made after the Closing Date, if any, the representations and warranties in Article 5 and elsewhere in the Financing Documents shall be true, correct and complete in all material respects on the date of the Disbursement Letter 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 Section Article 5 hereof are and elsewhere in the Financing Documents 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; (cd) in such Lender’s sole discretion, there has not been any Material Adverse Change no Default or any material adverse deviation by Borrower Event of Default shall have occurred and be continuing or result from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each LenderCredit Extension; (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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lender; (d) with respect to each Term Loan, to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and WarrantsNotes, in number, number and amounts and in form and content reasonably acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each Credit Extension Term Loan 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 2.4 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B B‑1 attached hereto; and (ii) SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B‑2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter (and the 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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, substantially in number, the form and content acceptable to each Lender, delivered as of the Effective Date 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedentfollowing: (a) (i) Agent’s receipt of a promissory note or promissory notes, as the case may be, in substantially the form agreed upon by Collateral Agent the parties hereto as of the Effective Date, executed by Borrower in favor of each Lender (one promissory note per Lender) with a face amount equal to the portion of the applicable Credit Extension to be funded by the applicable Lender, and (ii) except as otherwise provided in Section 3.4, timely receipt of an executed Disbursement Letter in the form of Exhibit B attached heretoAdvance Request Form; (b) the representations and warranties in Section 5 hereof shall be true, accurate correct and complete in all material respects on the date of the Disbursement Letter 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 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 Section 5 hereof are true, accurate and complete remain 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) in such Lender’s sole discretion, there has not been any Material Adverse Change material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the Annual Projections most recent business plan 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 hereofAgent.

Conditions Precedent to all Credit Extensions. The obligation of each Lender Bank's 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 Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached heretoPayment/Advance Form; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete true in all material respects on the date of the Disbursement Letter Payment/Advance 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 's representation and warranty on that date that the representations and warranties in Section 5 hereof are true, accurate and complete remain 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) in such Lender’s Bank's sole discretion, there has not been any Material Adverse Change material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the Annual Projections most recent business plan 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 hereofBank.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such Lender’s sole reasonable discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each LenderChange; (d) to the extent not delivered at the Effective Date, duly executed original Warrants, and, if requested by a Lender Secured Promissory Notes and WarrantsNotes, in number, in 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. The Each Lender’s 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 Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto;Transaction Report; “CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.” (b) the representations and warranties in Section 5 hereof this Agreement shall be true, accurate accurate, and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof this Agreement are true, accurate 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; (c) Agent and each Lender determine in such Lender’s sole discretion, their good faith business judgment that there has not been any Material Adverse Change material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations when due, or any material adverse deviation by Borrower from the Annual Projections most recent business plan of Borrower presented to and accepted by Collateral Agent and each Lender;the Lenders; and (d) with respect to the extent not delivered at any Term Loan Advance made after the Effective Date, duly executed original Secured Promissory Notes receipt by Agent of such evidence as Agent or lenders shall reasonably request to confirm that the deliveries made in Section 3.1 remain current, accurate and Warrantsin full force and effect, or if not, updates thereto, each in number, form and content acceptable substance reasonably satisfactory 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 Agent and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such Lender’s sole but reasonable discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the then applicable Annual Projections of Borrower presented to and accepted by Collateral Agent and each LenderBorrower; (d) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and WarrantsNotes, 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such LenderXxxxxx’s sole but reasonable discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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 WarrantsNotes, 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; (e) if the Credit Extension is for Term B Loan, evidence satisfactory to Lenders that limited partner interests in Inhibrx, LP of such class and in such quantity as have been agreed to by the parties on the Effective Date have been issued to Lenders and/or their designees; and (ef) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B B-1 attached hereto; and (ii) SVB of an executed (x) Loan Payment/Advance Request Form in the form of Exhibit B-2 attached hereto; and (y) Transaction Report; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter (and the 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lender; (d) with respect to each Term Loan, to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and WarrantsWarrant, in number, number and amounts and in form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each Credit Extension Term Loan 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 2.4 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, Extension is subject to the following conditions precedent: (a) receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B B-1 attached hereto; and (ii) SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B-2 attached hereto]; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter (and the 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 Section 5 hereof are 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) in such Lender’s sole sole, but reasonable discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each LenderChange; (d) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and WarrantsNotes, 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. The obligation of each Lender Bank’s 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 Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached heretoTransaction Request Form and Borrowing Base Certificate; (b) the representations and warranties in Section 5 hereof this Agreement shall be true, accurate accurate, and complete in all material respects on the date of the Disbursement Letter Transaction 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 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 Section 5 hereof are this Agreement 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; (c) Bank determines to its reasonable satisfaction in such Lender’s sole discretion, its good faith judgment that there has not been any Material Adverse Change 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 Annual Projections most recent business plan of Borrower presented to and accepted by Collateral Agent and each Lender;Bank; and (d) to the extent not delivered at Loan Parties shall have satisfied 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 covenants set forth in Section 2.5 hereof6.17(c) and Section 6.17(d).

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 only be required to 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 Section 5 hereof are 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 only be required to be true, accurate and complete in all material respects as of such date; (c) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each LenderChange; (d) to the extent not delivered at the Effective DateDate and otherwise required hereunder, duly executed original Secured Promissory Notes and Warrants, in number, form and content reasonably 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B B-1 attached hereto; and (ii) SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter (and the 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each LenderChange; (d) after giving effect to such Credit Extension, the total outstanding Revolving Advances does not exceed the Availability Amount; (e) 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 and, with respect to the Secured Promissory Notes, in favor of each Lender according to its Term Loan Commitment Percentage or Revolving Line Commitment Percentage, as applicable, with respect to each Credit Extension made by such Lender after the Effective Date; and, with respect to the Warrants, Warrants in favor of each Lender consistent with the Warrants issued on the Effective Date and having the same type/series of stock, exercise price and warrant coverage percentage; and (ef) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.6 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B B‑1 attached hereto; and (ii) SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B‑2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter (and the 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B B-1 attached hereto; and (ii) Bank of an executed Loan Advance/Paydown Request Form in the form of Exhibit B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter (and the Loan Advance/Paydown 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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. The obligation of each Lender Bank’s 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 Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached heretoPayment/Advance Form; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter Payment/Advance 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 Section 5 hereof are true, accurate and complete in all material respectsrespects on the date thereof; 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) in such LenderBank’s sole reasonable discretion, there has not been any Material Adverse Change material impairment in the general affairs, management, results of operation, financial condition of Borrower or the prospect of repayment of the Obligations when due, or any material adverse deviation by Borrower from the Annual Projections most recent business plan 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 hereofBank.

Conditions Precedent to all Credit Extensions. The obligation of each Lender Bank to make each Credit Extension, including the initial Credit Extension, is further subject to the following conditions precedentconditions: (a) timely receipt by Collateral Agent of an Bank of: (i) the Payment/Advance Form as provided in Section 2.1; (ii) a supplement, form acceptable to the Bank, describing the Related Equipment and the Related Usage Agreements; (iii) all executed Disbursement Letter original counterparts in the form Borrower's possession of Exhibit B attached heretothe Related Usage Agreements and original guarantees of the Related Usage Agreement, if any, except that if the Usage Agreement consists of a schedule to a master usage agreement, Bank shall receive the originals of such schedule and a copy of the master usage agreement certified by Borrower to be a true and correct copy; (iv) a copy of the notice provided from Borrower to licensee under the Related Usage Agreement that such Agreement will be assigned to the Bank; (v) evidence satisfactory to Bank (including corporate resolutions) that the licensee under the Related Usage Agreement is authorized to enter into such Agreement; (vi) evidence satisfactory to Bank that each item of Related Equipment has been delivered and installed and accepted by licensee of the usage thereof; (vii) the Cost Evidence, if required by the Bank; (viii) copy of the credit report on the licensee of the usage of the Related Equipment and the guarantor of the such party's obligations to the Borrower, if any, along with Borrower's request for such a report; (ix) copies of such licensee's and guarantor's most recent fiscal year end and interim financial statements; (x) evidence satisfactory to Bank that adequate casualty insurance on the Related Equipment exists with Borrower named as additional loss payee, provided that Bank may designate, in its sole discretion, certain licensees that may be self-insured. (xi) financing statements executed by Borrower, wherein Borrower is named as debtor and Bank as secured party and describing the Related Equipment and the Related Usage Agreements, for filing in each public office (including, without limitation, filing offices in the state or states where the Related Equipment is located) where such filing is necessary or appropriate to perfect the Bank's security interest; and (xii) evidence satisfactory to Bank that Borrower has filed a financing statement or statements in the appropriate public office against the licensee on such Usage Agreement, and a financing statement assignment or assignments (UCC-2) assigning such financing statements to Bank. (b) the representations and warranties contained in Section 5 hereof shall be true, accurate true and complete correct in all material respects on and as of the date of the Disbursement Letter such Payment/Advance 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 Advance 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 would result from the Credit Extensionsuch Advance. Each Credit Extension is Borrower’s The making of each Advance shall be deemed to be a representation and warranty by the Borrower on that the date that the representations and warranties in Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lender; (d) Advance as 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 accuracy of the fees and Lenders’ Expenses then due as specified facts referred to in this Section 2.5 hereof3.2(b).

Conditions Precedent to all Credit Extensions. The Each Lender’s 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 Collateral Agent (i) Lenders of an executed Disbursement Letter in the form Letter, and (ii) SVB of Exhibit B attached heretoan executed Payment/Advance Form; (b) the representations and warranties in Section 5 hereof this Agreement shall be true, accurate accurate, and complete in all material respects on the date of the Disbursement Letter and the Payment/Advance 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 Section 5 hereof are this Agreement 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; (c) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lender; (d) to the extent not delivered at on 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; (ed) payment such Lender determines to its satisfaction that there has not been (i) any Material Adverse Change, or (ii) any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. 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 and each Lender; (b) timely receipt by Collateral the Agent and each Lender of an executed Disbursement Letter Credit Extension Form in the form of Exhibit B attached hereto; (bc) (i) for Credit Extensions made on the Closing Date, the representations and warranties in Section Article 5 hereof and elsewhere in the Financing Documents shall be true, accurate correct and complete in all respects on the Closing Date; provided, however, that those representations and warranties expressly referring to a specific date shall be true, correct and complete in all respects as of such date; and (ii) for Credit Extensions made after the Closing Date, if any, the representations and warranties in Article 5 and elsewhere in the Financing Documents shall be true, correct and complete in all material respects on the date of the Disbursement Letter 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 Section Article 5 hereof are and elsewhere in the Financing Documents 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; (cd) 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 (g) as determined in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections most recent business plan 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 hereofAgent.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such Lender’s sole discretion, but reasonable discretion there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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. The obligation of each Lender Lenders’ obligations to make each Credit Extension, including the initial Credit Extension, is are subject to the following conditions precedentfollowing: (a) timely receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached heretoPayment/Advance Form; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete true in all material respects on the date of the Disbursement Letter Payment/Advance 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 Section 5 hereof are true, accurate and complete remain 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; (c) a schedule of all Eligible Loans being financed with the applicable Advance, in form and substance acceptable to Administrative Agent, including, without limitation, the loan amounts, the loan numbers and the names of the borrowers and the Consumer Lenders participating in such Lender’s loans; and (d) in Lenders’ sole but good faith discretion, there has not been any Material Adverse Change 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 Annual Projections most recent business plan 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B B-1 attached hereto; and (ii) Square 1 of an executed Loan Payment/Advance Request Form in the form of Exhibit B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter (and the 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 Section 5 hereof are 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) in such Lender’s sole good faith discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each LenderChange; (d) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes in substantially the forms of Exhibits D and WarrantsWarrants substantially in the form of the Warrants delivered on the Effective Date, 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. 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 Collateral the Agent of an executed Disbursement Letter Payment/Advance Form in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate correct and complete in all material respects on the date of the Disbursement Letter Payment/Advance 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 Section 5 hereof are 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) in such Lender’s sole reasonable discretion, there has not been any Material Adverse Change or 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 Annual Projections most recent business plan 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 hereofAgent.

Conditions Precedent to all Credit Extensions. The obligation of each Lender 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, receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B B-1 attached hereto; and (ii) SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter (and the 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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 (ed) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B B-1 attached hereto; and (ii) SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter (and the 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 Section 5 hereof are 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) in such Lender’s sole but reasonable discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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. The obligation of each Lender Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached heretoTransaction Report; (b) the representations and warranties in Section 5 hereof this Agreement shall be true, accurate accurate, and complete in all material respects on the date of the Disbursement Letter Transaction Report 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 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 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 Section 5 hereof are this Agreement 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;; and (c) in such LenderBank’s sole good faith business discretion, there has not been any Material Adverse Change 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 Annual Projections most recent business plan of Borrower presented to and accepted by Collateral Agent and each Lender; Bank. If any event, condition, circumstance or other factor (dcollectively, “Circumstances”) exists or does not exist whose existence or non-existence serves as justification under this Section (c)3.2(c) for Bank’s refusal to make a requested Credit Extension, the extent existence or non-existence of such Circumstance shall not delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable constitute an Event of Default under Section 8 unless it independently constitutes an Event of Default pursuant to each Lender, and in favor another provision 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 hereofthis Agreement.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter Loan Payment/Advance Request Form in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof and the Debentures shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof and the Debentures are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections Budget 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. The obligation obligations of each the DIP Lender to make each Credit Extension, including the initial Credit Extension, is any DIP Facility Loan will be subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter : i. the Interim Order shall have been entered and shall be in the form of Exhibit B attached hereto; full force and effect, shall not have been vacated or reversed, and shall not be subject to any stay and (b) a final order, substantially on the terms contemplated by this DIP Term Sheet and in form and substance acceptable to the DIP Lender (the “Final Order” and, together with the Interim Order, collectively, the “Financing Orders”) shall have been entered and shall be in full force and effect, shall not have been vacated or reversed, and shall not be subject to any stay. Notwithstanding anything to the contrary contained herein, funding of the DIP Facility Loans shall be subject to entry of the Interim Order and, prior to the applicable Milestone, of the Final Order, which shall not have been vacated, reversed or stayed, appealed (and for which the appeal period has expired or has been waived), or modified or amended without the prior written consent of the DIP Lender; ii. Following entry of the Interim Order, a definitive credit agreement (the “DIP Credit Agreement”) and related security agreement(s) and guarantees, security documents, and other agreements, instruments and documents, if any, in each case if reasonably requested by the DIP Lender (collectively, and together with the DIP Credit Agreement, the “DIP Documents”) shall have been executed and delivered by the Debtors to the DIP Lender, in form and substance acceptable to the DIP Lender; iii. the DIP Borrower shall be in compliance with the terms of the Interim Order or the Final Order, as applicable; iv. the Debtor shall have provided a certificate confirming that all of the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter Debtors in this DIP Term Sheet or the DIP Documents, as applicable, remain true and on correct, unless otherwise agreed by 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each DIP 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. The No Credit Party shall be required to fund any Loan or otherwise extend any credit to or for the benefit of Borrowers within a Borrower Group, nor shall Issuing Banks or any Applicable Agent have any obligation to issue any Letter of Credit for the account of any Borrower within a Borrower Group, unless and until each Lender to make each Credit Extension, including the initial Credit Extension, is subject to of the following conditions precedenthas been and continues to be satisfied with respect to such Borrower Group and its members: (a) receipt by Collateral Agent No Default or Event of an executed Disbursement Letter in Default exists at the form time, or would result from the funding, of Exhibit B attached heretoany Revolver Loan or other extension of credit pursuant to this Agreement to or for the benefit of such Borrower Group; (b) Each of the representations and warranties applicable to such Borrower Group or its members in Section 5 hereof shall be true, accurate any of the Loan Documents (including any representations and complete warranties in any certificate furnished at any time in connection herewith) are true and correct in all material respects on and as of the date of the Disbursement Letter and each extension of credit hereunder (except for those representations or warranties which expressly relate to an earlier date); provided that, with respect to those Loans made by Lenders on the Funding Date of each Credit Extension; providedClosing Date, 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 this condition precedent 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 limited to the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 hereof are 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 dateSpecified Representations; (c) Each of the conditions precedent set forth in any other Loan Document and applicable to such Lender’s sole discretion, there has not Borrower Group or its members shall have been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lendershall remain satisfied; (d) No event shall have occurred and no condition shall exist which has or could be reasonably expected 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, have a Material Adverse Effect with respect to such Borrower Group; (e) Administrative Agent shall have received each Borrowing Base Certificate then required by the terms of this Agreement or otherwise requested by Administrative Agent, including a Borrowing Base Certificate as of the most recent week-end preceding the Closing Date (unless otherwise provided in Section 8.1 hereof); (f) With respect to the issuance for the account of any Borrower Group member of any Letter of Credit Extension made by such Lender pursuant to this Agreement after the Effective Closing Date, each of the LC Conditions is satisfied; (g) No request by the Canada Revenue Agency or any other Governmental Authority for payment pursuant to Section 224 (1.1) or any successor section of the ITA or any comparable provision of any other taxing statute shall have been received by any Person in respect of such Borrower Group or its members; and (eh) payment There exists no fact or circumstance, including by reason of the fees application of any so-called “currency exchange” laws, rules or regulations (as in effect at the time of any proposed Borrowings hereunder by such Borrower Group) which could reasonably be expected to interfere with the ability of such Borrower Group or its members to satisfy any of their Borrower Group Obligations in full at such time as such Obligations become due and Lenders’ Expenses then due payable pursuant to the terms hereof. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Administrative Agent shall have received such other information, documents, instruments and agreements as specified it deems appropriate in Section 2.5 hereofconnection therewith.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B B-1 attached hereto; and (ii) Hercules of an executed Advance Request in the form of Exhibit B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 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 Section 5 hereof are 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) in such LenderLxxxxx’s sole but reasonable discretion, there has not been any a Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each LenderChange; (d) to the extent not delivered at the Effective Dateif such Credit Extension is for Term Loans other than Term A Loan, duly executed original Secured Promissory Notes and Warrantsto each Lender (if requested), in number, form and content reasonably acceptable to each such Lender, and in favor of each such Lender according to its Commitment Percentage, with respect to each Credit Extension made by such Lender after Lender; (e) if such Credit Extension is for Term C Loan, then the Effective DateThird Draw Period Commencement Event shall have occurred; (f) if such Credit Extension is for Term D Loan, then the Fourth Draw Period Commencement Event shall have occurred; and (eg) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.5(e) hereof and the payment of the applicable facility fee set forth in Section 2.5(b) hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender Each Lender’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent no Default or Event of an executed Disbursement Letter in the form of Exhibit B attached heretoDefault has occurred and is continuing or would reasonably be expected to result immediately after giving effect to any Credit Extension; (b) the representations and warranties in Section 5 hereof this Agreement shall be true, accurate accurate, and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are this Agreement 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; (c) in such Initial Lender’s sole discretion, there has not been any a Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each LenderChange; (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, solely with respect to each Credit Extension made by such Lender after the Effective DateIP Monetization Milestone Term Loans, the IP Monetization Milestones have been achieved; and (e) payment of solely with respect to the fees and Lenders’ Expenses then due as specified Revolving Loans, Initial Lender shall have determined, in Section 2.5 hereofits sole discretion, to fund the requested Revolving Loan.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) : receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B B-1 attached hereto; (b) , with respect to each request for a Term Loan; and receipt by Oxford of an executed Revolving Loan Request in the form of Exhibit B-2 attached hereto, with respect to each request for an Advance; the representations and warranties in Section 5 hereof shall be true, accurate true and complete correct in all material respects on the date of the Disbursement Letter (and Revolving Loan Request, 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 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 DMS 22658613.96 from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 hereof are 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; (c) ; in such Lender’s sole but reasonable discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lender; (d) Change; to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and WarrantsNotes, 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) and payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.6 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender Bank’s 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 Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached heretoPayment/Advance Form; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete true in all material respects on the date of the Disbursement Letter Payment/Advance 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 true 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 Section 5 hereof are true, accurate and complete true in all material respectsrespects on the date of such 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 true in all material respects as of such date;; and (c) in such LenderBank’s sole discretion, there has not been any Material Adverse Change (a) a material impairment in the perfection or any priority of Bank’s Lien in the Collateral or in the value of such Collateral taken as a whole; (b) a material adverse deviation by Borrower from change in the Annual Projections business, operations, or condition (financial or otherwise) of Borrower presented to and accepted by Collateral Agent and each Lender; Borrower; or (dc) 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 a material impairment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofprospect of repayment of any portion of the Obligations.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) satisfaction or waiver by Agent of all Applicable Funding Conditions for the applicable Credit Extension as set forth in the Credit Facility Schedule, if any, in each case each in form and substance satisfactory to Agent and each Lender; (b) timely receipt by Collateral the Agent and each Lender of an executed Disbursement Letter Credit Extension Form in the form of Exhibit B attached hereto; (bc) (i) for Credit Extensions made on the Closing Date, the representations and warranties in Section Article 5 hereof and elsewhere in the Financing Documents shall be true, accurate correct and complete in all respects on the Closing Date; provided, however, that those representations and warranties expressly referring to a specific date shall be true, correct and complete in all respects as of such date; and (ii) for Credit Extensions made after the Closing Date, if any, the representations and warranties in Article 5 and elsewhere in the Financing Documents shall be true, correct and complete in all material respects on the date of the Disbursement Letter 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 Section Article 5 hereof are and elsewhere in the Financing Documents 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; (cd) in such Lender’s sole discretion, there has not been any Material Adverse Change no Default or any material adverse deviation by Borrower Event of Default shall have occurred and be continuing or result from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each LenderCredit Extension; (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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (aee) receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B B-1 attached hereto; and (ii) SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B-2 attached hereto; (bff) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter (and the 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 Section 5 hereof are 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; (cgg) in such Lender’s sole but reasonable discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each LenderChange; (dhh) 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 (eii) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent the Lenders of an executed Disbursement Letter in the form of Exhibit B B-1 attached hereto; and receipt by SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter (and the 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 Section 5 hereof are 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) in such Lender’s sole sole, but reasonable, discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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. The obligation of each Lender Agent, Issuing Bank and Lenders shall in no event be required to make each Credit Extensionany credit extension hereunder (including funding any Loan, including arranging any Letter of Credit, or granting any other accommodation to or for the initial Credit Extensionbenefit of any Borrower), is subject to if the following conditions precedentare not satisfied on such date and upon giving effect thereto: (a) receipt by Collateral Agent No Default or Event of an executed Disbursement Letter in the form of Exhibit B attached heretoDefault exists; (b) the The representations and warranties of each Obligor in Section 5 hereof the Loan Documents are true and correct (except for representations and warranties that relate solely to an earlier date); (c) All conditions precedent in any Loan Document are satisfied; (d) No event has occurred or circumstance exists that has or could reasonably be expected to have a Material Adverse Effect; (e) With respect to a Letter of Credit issuance, all LC Conditions are satisfied; and (f) With respect to any credit extension (including funding any Loan, arranging any Letter of Credit, or granting any other accommodation to or for the benefit of any Borrower) after giving effect to which the aggregate principal amount of the Obligations outstanding under the Loan Documents would exceed $25,000,000, (i) no Default or Event of Default (each as defined in the Convertible Notes Indenture) has occurred and is continuing or would occur as a consequence of such credit extension and (ii) so long as any Convertible Notes (or any Refinancing Debt with respect thereto) remain in effect, the Consolidated Leverage Ratio (as defined in the Convertible Notes Indenture or any equivalent documentation with respect to any Refinancing Debt with respect thereto), is less than or equal to 4.00:1.00. Each request (or deemed request) by a Borrower for any credit extension shall be true, accurate constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and complete in all material respects on the date of the Disbursement Letter 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 credit extension. As an additional condition to a specific date shall be truecredit extension, accurate and complete in all material respects Agent may request any other information, certification, document, instrument or agreement 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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 hereofit deems appropriate.

Conditions Precedent to all Credit Extensions. The obligation of each Lender Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt of the Credit Extension request and any materials and documents required by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached heretoSection 3.4; (b) the representations and warranties in Section 5 hereof this Agreement, the Swiss Borrower Security Documents and the Swiss Borrower Share Pledge Agreement shall be true, accurate true and complete correct in all material respects on the date of the Disbursement Letter 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 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 the applicable Borrower’s representation and warranty on that date that the representations and warranties in Section 5 hereof are truethis Agreement, accurate the Swiss Borrower Security Documents and complete the Swiss Borrower Share Pledge Agreement remain true and correct in all material respectsrespects on 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 true and complete correct in all material respects as of such date; (c) in such Lender’s sole discretionwith respect to any Credit Extension requested by US Borrower, Bank determines to its satisfaction that there has not been any Material Adverse Change material impairment in the general affairs, management, results of operation or any material adverse deviation by financial condition of US Borrower from or the Annual Projections prospect of Borrower presented to and accepted by Collateral Agent and each Lender;repayment of the Obligations of US Borrower; and (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 any Credit Extension made requested by such Lender after Swiss Borrower, Bank determines to its satisfaction that there has not been any material impairment in the Effective Date; and (e) payment general affairs, management, results of operation or financial condition of Swiss Borrower or the prospect of repayment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofObligations of Swiss Borrower.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 shall be deemed to be Borrower’s representation and warranty on that date that the representations and warranties in Section 5 hereof are 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) in such LenderXxxxxx’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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 WarrantsNotes, 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; (e) solely with respect to any Term B Loan, Xxxxxxxx’s delivery to Collateral Agent and Lenders of evidence, reasonably satisfactory to Collateral Agent and Lenders in their sole discretion, that as of the Funding Date of such Term B Loan (i) the Phase 2b trial of PLN-74809 in IPF (Idiopathic ACTIVE\1606862447.7 Pulmonary Fibrosis) remains ongoing and (ii) if a Phase 3 trial of PLN-74809 in IPF (Idiopathic Pulmonary Fibrosis) has been initiated, then such Phase 3 trial must also be ongoing; and (ef) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each LenderChange; (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; (e) if such Credit Extension is for Term B Loans, evidence, reasonably satisfactory to Collateral Agent of the occurrence of the First Revenue Event as determined at the end of the calendar month immediately preceding date of such Credit Extension for the twelve month period then ending; (f) if such Credit Extension is for Term C Loans, evidence, reasonably satisfactory to Collateral Agent of the occurrence of the Second Revenue Event as determined at the end of the calendar month immediately preceding date of such Credit Extension for the twelve month period then ending; and (eg) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Loan under this Agreement and each subsequent Loan and the LC Issuer to issue the initial Letter of Credit Extension, is and each subsequent Letter of Credit are subject to the following further conditions precedent: : (a) receipt the Servicer shall have delivered to the Agent on or prior to the date of such Loan, in form and substance satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5, (b) upon the Agent’s request, the Servicer shall have delivered to the Agent at least three (3) days prior to such Loan an interim Monthly Report showing the amount of Eligible Receivables; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on each Borrowing Date and each date of a Letter of Credit Request, the following statements shall be true (and acceptance of the proceeds of such Loan or issuance of such Letter of Credit shall be deemed a representation and warranty by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto;Borrower that such statements are then true): (bi) the representations and warranties set forth in Section 5 hereof shall be true, accurate 5.1 are true and complete correct in all material respects (unless such representation and warranty is already qualified as to materiality) on and as of the date of the Disbursement Letter such Credit Extension as though made on and on the Funding Date as of each such date of such Credit Extension; provided, however, that except to the extent 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 limited 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 Section 5 hereof are 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 an earlier date; (cii) in no event has occurred and is continuing, or would result from such Lender’s sole discretionCredit Extension, there that will constitute an Amortization Event or a Servicer Termination Event and no event has not been any Material Adverse Change occurred and is continuing, or any material adverse deviation by Borrower would result from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lendersuch Credit Extension, that would constitute an Unmatured Amortization Event; (diii) to the extent Facility Termination Date shall not delivered at have occurred; (iv) the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable to each Credit Exposure of such Lender, and in favor of each Lender according to if applicable, does not exceed its Commitment Percentage, with respect to each Credit Extension made by such Lender after the Effective DateCommitment; and (ev) payment the Aggregate Credit Exposure does not exceed the lesser of (i) the fees Facility Limit in effect on such Borrowing Date or date of such Letter of Credit Request and Lenders’ Expenses then due as specified in Section 2.5 hereof(ii) the Net Pool Balance less the Required Reserve.

Conditions Precedent to all Credit Extensions. The obligation of each Lender Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt of (i) the Credit Extension request and any materials and documents required by Collateral Agent of an executed Disbursement Letter in Section 3.5 or (ii) Payment/Advance Form for the form of Exhibit B attached heretoTerm Loan; (b) the representations and warranties in Section 5 hereof this Agreement shall be true, accurate accurate, and complete in all material respects on the date of the Disbursement Letter proposed Credit Extension and on the Funding Payment/Advance Form, as applicable, 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 each Credit Extensionthis 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 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 Section 5 hereof are this Agreement remain true, accurate 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) in such LenderBank’s sole discretion, there has not been any a Material Adverse Change Change. If any event, condition, circumstances or any material adverse deviation by Borrower from 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 Annual Projections existence or non-existence or such Circumstances shall not constitute an Event of Borrower presented Default under Section 8 unless it independently constitutes an Event of Default pursuant 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 another provision 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 hereofthis Agreement.

Conditions Precedent to all Credit Extensions. 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 Collateral the Agent of an executed Disbursement Letter Credit Extension Form in the form of Exhibit B attached hereto; (bc) the representations and warranties in Section Article 5 hereof and elsewhere in the Financing Documents shall be true, accurate correct and complete in all material respects on the date of the Disbursement Letter 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 Section Article 5 hereof are and elsewhere in the Financing Documents 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; (cd) 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 such LenderSection 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 Midcap / Quotient / Amended and Restated Credit Agreement 6 (g) as determined in Agent’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower or any Credit Party from the Annual Projections most recent business plan of Borrower the Credit Parties 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 hereofAgent.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B B-1 attached hereto; and (ii) SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter (and the 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 Section 5 hereof are 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) in such Lender’s reasonable but sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each LenderChange; (d) after giving effect to such Credit Extension, the total outstanding Revolving Advances does not exceed the Availability Amount; (e) 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 Term Loan Commitment Percentage or Revolving Loan Commitment Percentage, as applicable, with respect to each Credit Extension made by such Lender after the Effective Date; and (ef) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.6 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Lenders and Collateral Agent of an executed Disbursement Letter Payment/Advance Form in the form of Exhibit B and Exhibit B-1 attached hereto, as applicable; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter Payment/Advance 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 Section 5 hereof are 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) in such Lender’s sole discretionno Event of Default, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections event, occurrence or condition which is, or upon notice, lapse of Borrower presented to time or both would constitute, an Event of Default (a “Default”), shall have occurred and accepted by Collateral Agent and each Lender; (d) to the extent not delivered be continuing at the Effective Date, duly executed original Secured Promissory Notes time of and Warrants, in number, form and content acceptable immediately after giving effect to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each such Credit Extension made by such Lender after and the Effective Dateapplication of the proceeds thereof; and (ed) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each honor any Request for Credit ExtensionExtension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, including the initial Credit Extension, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans) is subject to satisfaction (or waiver pursuant to Section 10.01) of the following conditions precedent: (a) receipt by Collateral Agent The representations and warranties of an executed Disbursement Letter (i) the Borrower contained in Article V (except, with respect to Credit Extensions made after the form of Exhibit B attached hereto; (b) Fall-Away Date, for the representations and warranties in Section 5 hereof Sections 5.05(b) and 5.06) and (ii) each Loan Party contained in each other Loan Document, shall be true, accurate true and complete correct in all material respects except that all representations and warranties that are qualified by materiality are true and correct in all respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or true and correct in all respects for any such representations or warranties that are qualified by materiality) as of such earlier date. (b) No Default shall exist, or would result from such proposed Credit Extension or the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls that would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the Disbursement Letter and on the Funding Date of each applicable 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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. 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 Collateral the Agent of an executed Disbursement Letter Payment/Advance Form in the form of Exhibit B attached hereto; (b) the Operating Documents of each Loan Party certified by the secretary of such Loan Party (or if such Operating Documents have been previously certified and delivered and there have been no changes thereto, a certificate certifying no change since such previous delivery); (c) good standing certificates dated as of a date no earlier than thirty (30) days prior to the Closing Date to the effect that each Loan Party is qualified to transact business in all states in which the nature of such Loan Party’s business so requires; (d) certified copies, dated as of a recent date, of financing statement searches, state and federal tax lien, fixture filings, judgment lien, litigation and bankruptcy searches, as Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements or other searches either constitute Permitted Liens or have been or will be terminated or released prior to or simultaneously with the funding of the applicable Term Loan; (e) the representations and warranties in Section 5 hereof shall be true, accurate correct and complete in all material respects on the date of the Disbursement Letter Payment/Advance 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 Section 5 hereof are 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 (cf) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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 hereofChange.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedentcondition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as follows: (a) evidence of consummation of the Equity Event, and Borrower’s receipt by Collateral Agent of the proceeds thereof; (b) on the date that the Borrower consummates the Equity Event, two Warrants and a duly executed legal opinion of counsel to Borrower dated as of such date in respect thereof; (c) a Compliance Certificate; (d) an executed Disbursement Letter in the form of Exhibit B attached hereto; (be) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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; (cf) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lender; (dg) 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 (eh) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. 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 Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached heretoPayment/Advance Form; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter Payment/Advance 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 Section 5 hereof are true, accurate and complete remain 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) in such Lender’s sole reasonable discretion, there has not been any Material Adverse Change material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the Annual Projections most recent business plan 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 hereofAgent.

Conditions Precedent to all Credit Extensions. 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, if any, in each case each in form and substance reasonably satisfactory to Agent and each Lender; (b) timely receipt by Collateral Agent and each Lender of an executed Disbursement Letter Credit Extension Form in the form of Exhibit B attached hereto; (bc) (i) for Credit Extensions made on the Closing Date, the representations and warranties in Section Article 5 hereof and elsewhere in the Financing Documents shall be true, accurate correct and complete in all respects on the Closing Date; provided, however, that those representations and warranties expressly referring to a specific date shall be true, correct and complete in all respects as of such date; and (ii) for Credit Extensions made after the Closing Date, if any, the representations and warranties in Article 5 and elsewhere in the Financing Documents shall be true, correct and complete in all material respects on the date of the Disbursement Letter 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 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 Section Article 5 hereof are and elsewhere in the Financing Documents 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 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; (cd) 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 such LenderSection 3.1 remain current, accurate and in full force and effect, or if not, updates thereto, each in form and substance reasonably satisfactory to Agent; and (g) as determined in Agent’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections most recent business plan 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 hereofAgent.

Conditions Precedent to all Credit Extensions. The Each Lender’s 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 Collateral Agent the Lenders of (i) an executed Disbursement Letter in the form of Exhibit B attached heretoLetter; and (ii) an executed Payment/Advance Form; (b) the representations and warranties in Section 5 hereof this Agreement shall be true, accurate accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment/Advance 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 Agent 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 Section 5 hereof are 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 permitted by notice to Agent 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 date;date or with respect to such time period; and (c) Agent and each Lender determine in such Lender’s sole discretion, its good faith business judgment that there has not been any Material Adverse Change material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor any material adverse deviation by Borrower from the Annual Projections most recent business plan 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. 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 and each Lender; (b) timely receipt by Collateral the Agent and each Lender of an executed Disbursement Letter Credit Extension Form in the form of Exhibit B attached hereto; (bc) (i) for Credit Extensions made on the Closing Date, the representations and warranties in Section Article 5 hereof and elsewhere in the Financing Documents shall be true, accurate correct and complete in all respects on the Closing Date; provided, however, that those representations and warranties expressly referring to a specific date shall be true, correct and complete in all respects as of such date; and (ii) for Credit Extensions made after the Closing Date, if any, the representations and warranties in Article 5 and elsewhere in the Financing Documents shall be true, correct and complete in all material respects on the date of the Disbursement Letter 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 shall constitute Borrower’s representation and warranty on that date that the representations and warranties in Section Article 5 hereof are and elsewhere in the Financing Documents remain true, accurate correct and complete in all material respectsrespects on the date of such 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 correct and complete in all material respects as of such specific date; (c) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lender; (d) to no Default or Event of Default shall have occurred and be continuing or result from 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.Extension;

Conditions Precedent to all Credit Extensions. The obligation On the date of each Lender to make Borrowing (including each Credit ExtensionSwingline 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) receipt by Collateral the Lead Borrower shall have delivered to the Administrative Agent of an executed Disbursement Letter in a customary Borrowing Request, or LC Request as the form of Exhibit B attached heretocase may be; (b) (i) Availability on the proposed date of such Borrowing shall be adequate to cover the amount of such Borrowing and (ii) if, on a Pro Forma Basis immediately after giving effect to such proposed Borrowing or issuance, amendment, extension or renewal of a Letter of Credit, either (x) outstanding Revolver Loans and LC Obligations would exceed $15.0 million or (y) Availability would be less than $100.0 million (such event, a “Reporting Trigger Event”), then the Borrowers shall deliver an updated Borrowing Base Certificate that would have been delivered if a Monthly Reporting Period was then in effect, which shall only be required to contain updates as to the amount of the gross Accounts and Inventory; provided that the Borrowers shall not be required to deliver an updated Borrowing Base Certificate for each subsequent Credit Extension after such Reporting Trigger Event; provided however that to the extent the Borrowers are no longer subject to a Monthly Reporting Period and a subsequent Reporting Trigger Event occurs, the Borrower will be required to provide an updated Borrowing Base Certificate as described above in connection with such Credit Extension. For the avoidance of doubt, delivery of any updated Borrowing Base Certificate pursuant to this Section 4.02(b) shall be in addition to, and shall not affect, the Borrowers’ requirements to deliver Borrowing Base Certificates pursuant to Section 5.12(a); (c) other than on the Third Restatement 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 Third Restatement Date, the representations and warranties of each Loan Party set forth in Section 5 hereof 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 on the Funding Date of each Credit Extension; providedupon giving effect to, however, that such materiality qualifier shall not be applicable to any funding or issuance (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 of such dateearlier date excluding, and no Event of Default shall have occurred and be continuing or result from however, after the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that Third Restatement Date, the representations and warranties set forth in Section 5 hereof are 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 date3.22); (ce) in such Lender’s sole discretionthe case of a Letter of Credit to be denominated in the Alternative LC Currency, there has shall not been have occurred any Material Adverse Change change in national or any material adverse deviation by Borrower from international financial, political or economic conditions or currency exchange rates or exchange controls which in the Annual Projections reasonable opinion of Borrower presented the Administrative Agent or the Issuing Bank would make it impracticable for such Letter of Credit to and accepted by Collateral Agent and each Lender; (d) to be denominated in 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 DateAlternative LC Currency; and (ef) payment with respect to the issuance of any Letter of Credit, the fees LC Conditions shall be satisfied. Each request by the Borrowers for funding of a Revolver Loan, or issuance of a Letter of Credit shall constitute a representation by the Borrowers that the conditions in clauses (b) through (d) above are satisfied on the date of such request and Lenders’ Expenses then due as specified in Section 2.5 hereofon the date of such funding or issuance.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such Lender’s sole and reasonable discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each LenderChange; (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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) except as otherwise provided in Section 2.2, timely receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached heretoTransaction Report; (b) (i) the representations and warranties in Section 5 hereof this Agreement shall be true, accurate accurate, and complete in all material respects on the date of the Disbursement Letter 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, 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 (ii) 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 Section 5 hereof are this Agreement 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, 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) in such LenderAgent’s sole reasonable discretion, after consultation with Borrower, there has not been any Material Adverse Change been: (i) a material impairment in the perfection or any priority of Agent’s Lien in the Collateral or in the value of such Collateral; (ii) a material adverse deviation by Borrower from change in the Annual Projections business, operations, or condition (financial or otherwise) of Borrower presented to and accepted by Collateral Agent and each Lender; Borrower; or (diii) 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 a material impairment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofprospect of repayment of the Obligations.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each the Credit ExtensionExtensions, including the initial Credit ExtensionExtension to be made on the Closing Date, 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 and each Lender; (b) for Credit Extensions made after the Closing Date, if any, timely receipt by Collateral the Agent and each Lender of an executed Disbursement Letter Credit Extension Form in the form of Exhibit B attached hereto; (bc) (i) for Credit Extensions made on the Closing Date, the representations and warranties in Section Article 5 hereof and elsewhere in the Financing Documents shall be true, accurate correct and complete in all respects on the Closing Date; provided, however, that those representations and warranties expressly referring to a specific date shall be true, correct and complete in all respects as of such date; and (ii) for Credit Extensions made after the Closing Date, if any, the representations and warranties in Article 5 and elsewhere in the Financing Documents shall be true, correct and complete in all material respects on the date of the Disbursement Letter 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 Section Article 5 hereof are and elsewhere in the Financing Documents 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; (cd) 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 (g) as determined in such LenderXxxxxx’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections most recent business plan 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 hereofAgent.

Conditions Precedent to all Credit Extensions. The obligation of each Lender Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) timely receipt by Collateral Agent of an executed Disbursement Letter a borrowing request substantially in the form of attached hereto as Exhibit B attached heretoC and any materials and documents required by Section 2.4; (b) the representations and warranties in Section 5 hereof this Agreement shall be true, accurate accurate, and complete in all material respects on the date of the Disbursement Letter proposed Credit Extension and/or delivery of a borrowing request substantially in the form attached hereto as Exhibit C, 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 would result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 hereof are 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) in such Lender’s sole discretionreceipt of a certificate, there has not been any Material Adverse Change or any material adverse deviation dated as of the applicable Funding Date, and signed by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lendera Responsible Officer, confirming compliance with Section 3.2(b); (d) receipt of a certificate dated as of the applicable Funding Date, and signed by a Responsible Officer, in form and substance satisfactory to Bank, certifying as to the extent not delivered at matters set forth in Section 5.6; (e) receipt of a certificate, dated as of the Effective applicable Funding Date, duly executed original Secured Promissory Notes and Warrantssigned by a Responsible Officer, certifying that as of that Funding Date, immediately after giving effect to the incurrence of Indebtedness on such date, Borrower, together with its Subsidiaries, is in numbercompliance, form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentageon a pro forma basis, with respect to each Credit Extension made by such Lender after the Effective Datecovenants set forth in Section 7.12, recomputed for the applicable period most recently ended; and (ef) payment of the fees Bank determines to its satisfaction and Lenders’ Expenses then due as specified in Section 2.5 hereofits sole discretion that there has not been a Material Adverse Change.

Conditions Precedent to all Credit Extensions. The Bank’s obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt of Borrower’s Credit Extension request and the related materials and documents as required by Collateral Agent of an executed Disbursement Letter and in the form of Exhibit B attached heretoaccordance with Section 1.13; (b) the representations and warranties in Section 5 hereof 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 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 Section 5 hereof are true, accurate this Agreement remain 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; (c) in such Lender’s sole discretion, there has not been any a Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to shall not have occurred and accepted by Collateral Agent and each Lender;be continuing; and (d) within ten (10) Business Days prior to the date of any Credit Extension, to the extent not delivered in accordance with Sections 5.3(c) and 5.3(d) hereof, receipt of Borrower’s company prepared consolidated and, if applicable, consolidating balance sheet and income statement covering Borrower’s consolidated, and if applicable, Borrower’s and each of its Subsidiary’s, operations for the month ending at the Effective Date, duly executed original Secured Promissory Notes and Warrantsleast thirty (30) days prior to such date, in number, a form and content reasonably acceptable to each LenderBank, and in favor of each Lender according to its Commitment Percentage, together 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 hereofa duly completed Compliance Statement.”

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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 WarrantsNotes, 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; (e) if the [ * ] is for [ * ], then the [ * ] have received [ * ], which [ * ] be mutually be acceptable [ * ]; and (ef) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B B‑1 attached hereto; and (ii) SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B‑2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter (and the 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lender; (d) to the extent not delivered at the Effective Term A Loan Funding Date, duly executed original Secured Promissory Notes and Warrants, if any, 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 Term A Loan Funding 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent (i) the Lenders of an executed Disbursement Letter Payment/Advance Form in the form of Exhibit B B-1 attached hereto, and (ii) SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter Payment/Advance Form (and the 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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 (ed) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make a Term B Loan and each other Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter Payment/Advance Form in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter Payment/Advance 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 Section 5 hereof are 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) in such Lender’s sole reasonable discretion, there has not been any Material Adverse Change or any material adverse deviation by in the consolidated financial condition of Borrower from the Annual Projections financial condition projected in the slides prepared for the April 27, 2011 meeting of Borrower presented to Tetraphase’s Board of Directors and accepted by Collateral Agent and each Lender; (d) provided to the extent not delivered at the Effective DateLenders on April 25, 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 Date2011; and (ed) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender Bank’s agreement to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedentfollowing: (a) receipt of the Advance Request and Invoice Transmittal and the documents required by Collateral Agent Section 2.1.1(c) of an executed Disbursement Letter in the form of Exhibit B attached heretothis Agreement; (b) Bank shall have (at its option) conducted the confirmations and verifications as described in Section 2.1.1(d) of this Agreement; (c) each of the representations and warranties in Section 5 hereof 5.3 of this Agreement shall be true, accurate accurate, and complete on the date of the Advance Request and Invoice Transmittal and on the effective date of each Credit Extension 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 in Section 5.3 of this Agreement remain true, accurate, and complete; and (d) each of the representations and warranties in this Agreement (other than those in Section 5.3) shall be true, accurate, and complete in all material respects on the date of the Disbursement Letter Advance Request and Invoice Transmittal and on the Funding Date effective date of each Credit Extension and no Event of Default shall have occurred and be continuing, or result from the 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, 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 (other than those in Section 5 hereof are 5.3) 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, 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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. The Each Lender’s 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 Collateral Agent the Lenders of (i) an executed Disbursement Letter in the form of Exhibit B attached heretoand (ii) an executed Payment/Advance Form; (b) the representations and warranties in Section 5 hereof this Agreement shall be true, accurate accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment/Advance 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 Section 5 hereof are this Agreement 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;; and (c) in such Lender’s sole discretion, Agent and each Lender determine to its satisfaction that there has not been any Material Adverse Change material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor any material adverse deviation by Borrower from the Annual Projections most recent business plan 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such Lender’s sole but reasonable discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the then applicable Annual Projections of Borrower presented to and accepted by Collateral Agent and each LenderBorrower; (d) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and WarrantsNotes, 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 (if any) and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is are subject to the following conditions precedentfollowing: (a) receipt by Collateral Agent of Alphatec shall have duly executed and delivered to Bank a Payment/Advance Form, together with an executed Disbursement Letter in the form of Exhibit B attached heretoTransaction Report; (b) Borrowers shall have duly executed and delivered to Bank a Note in the amount of the Revolving Line; (c) the representations and warranties in Section 5 hereof shall be true, accurate and complete true in all material respects on the date of the Disbursement Letter Payment/Advance Form and the 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 each Borrower’s representation and warranty on that date that the representations and warranties in Section 5 hereof are true, accurate and complete remain 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; (cd) receipt of and approval by Bank of an updated Perfection Certificate(s) executed by Parent, which shall include any additional information that shall be necessary to make such Perfection Certificates complete and correct in all material respects as of the date of such Credit Extension; provided that such approval will not be unreasonably withheld due to immaterial changes from the prior Perfection Certificate(s) provided to Bank; and (e) in such LenderBank’s sole reasonable discretion, there has not been any a Material Adverse Change or any material adverse deviation by Borrower from the 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 hereofChange.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 shall be deemed to be Borrower’s representation and warranty on that date that the representations and warranties in Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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 WarrantsNotes, 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are true, accurate and complete in all material respects; provided, DMS 22024654.13 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each LenderChange; (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; provided that, Warrants issued after the Effective Date, if at all, shall be on substantially the same form as the Warrants issued to the Lenders as of the Effective Date, and shall be issuable for Shares of Borrower’s common stock equal to (x) one and three-quarters percent (1.75%) of the funded amount of any Term B Loan and (y) seven-eighths of one percent (0.875%) of the funded amount of any Term C Loan, in each case, divided by the Warrant Price (as defined therein); and (e) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent the Lenders of (i) an executed Disbursement Letter in the form of Exhibit B E attached hereto; and (ii) an executed Payment/Advance Request Form in the form of Exhibit C attached hereto; (b) the representations and warranties in Section 5 hereof this Agreement shall be true, accurate accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment/Advance 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 Section 5 hereof are this Agreement 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;; and (c) in such Lender’s sole discretion, there has not been any a Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted Change; (d) receipt by Collateral Agent and each Lender of such evidence as Collateral Agent or such Lender 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 the Collateral Agent and each Lender;; and (de) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes Notes, if requested by a Lender, and Warrants, in substantially the forms attached hereto as Exhibit F and Exhibit G respectively, 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. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the 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 reasonably 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. The obligation of each Lender to make honor each Credit ExtensionExtension request, including the initial Credit ExtensionExtension request, is further subject to the following conditions precedentconditions: (a) receipt by Collateral Agent of an executed Disbursement Letter Lender shall have received a Borrowing Notice as provided in the form of Exhibit B attached heretoSection 2.1; (b) Each Borrower shall have satisfied all of the Borrowing Criteria; (c) the representations and warranties contained in Section 5 hereof shall be true, accurate true and complete correct in all material respects on and as of the date of the Disbursement Letter Borrowing Notice for such Credit Extension and on the Funding Date date that the funds representing such Credit Extension are wired to Borrowers (the "Effective Date") as though made at and as of each Credit Extension; such date, and no Event of Default shall have occurred and be continuing, or would exist after each Effective 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 another date shall be true, accurate correct and complete in all material respects as of such date). The delivery of each Borrowing Notice and the making of each Credit Extension shall be deemed to be a representation and warranty by each Borrower on the date of each Borrowing Notice and each Effective Date as to the accuracy of the facts referred to in Section 3.1 and Section 3.2; (d) the representations and warranties contained in the Merger Agreement shall be true and correct in all material respects on and as of the date of the Borrowing Notice for such Credit Extension and on the Effective Date for such Credit Extension as though made at and as of each such date, and no Event of Default shall have occurred and be continuing or result from would exist after such Effective Date. (e) all appropriate financing statements and other similar documents shall have been duly and properly recorded with the Credit Extension. Each Credit Extension offices of the appropriate Secretaries of State or all other offices in which such a filing is Borrower’s representation necessary or appropriate to perfect the security interest of Lender and warranty on that date that the representations and warranties subject to those Permitted Liens set forth in Section 5 hereof 1.1C(2) of the Schedule to the extent such Permitted Liens are truevalid and enforceable, accurate and complete Lender shall have a duly perfected, first priority security interest in all material respects; providedof the Collateral; (f) Borrowers shall have used best efforts to obtain such landlord waivers as Lender deems reasonably necessary, howeverin form and substance acceptable to Lender. Notwithstanding the foregoing, that such materiality qualifier the Borrower shall not be applicable required to any representations and warranties that already are qualified or modified by materiality in obtain a waiver from the text thereof; and providedlandlord with respect to the premises located at 21 Astor Place, further that those representations and warranties expressly referring to a specific date shall be trueNew York, accurate and complete in all material respects as of such dateNew York; (cg) Lxxxxx xxxxx xxxx xxxxxxxx xxxxxxx in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections full 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 all unpaid Lender according to its Commitment Percentage, with respect to each Credit Extension made by such Lender after Expenses accrued through the Effective Date; and (eh) payment of Lender shall have received an account control agreement, in form and substance satisfactory to Lender, executed by each Borrower and the fees and Lenders’ Expenses then due as specified in Section 2.5 hereoffinancial, depository or other institution with whom such Borrower maintains any deposit, security, investment or similar account.

Conditions Precedent to all Credit Extensions. The obligation On the date of each Lender to make Borrowing (including each Credit ExtensionSwingline 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) receipt by Collateral the Lead Borrower shall have delivered to the Administrative Agent of an executed Disbursement Letter in a customary Borrowing Request, or LC Request as the form of Exhibit B attached heretocase may be; (b) (i) Availability on the proposed date of such Borrowing shall be adequate to cover the amount of such Borrowing and (ii) if, on a Pro Forma Basis immediately after giving effect to such proposed Borrowing or issuance, amendment, extension or renewal of a Letter of Credit, either (x) outstanding Revolver Loans and LC Obligations would exceed $15.0 million or (y) Availability would be less than $100.0 million (such event, a “Reporting Trigger Event”), then the Borrowers shall deliver an updated Borrowing Base Certificate that would have been delivered if a Monthly Reporting Period was then in effect, which shall only be required to contain updates as to the amount of the gross Accounts and Inventory; provided that the Borrowers shall not be required to deliver an updated Borrowing Base Certificate for each subsequent Credit Extension after such Reporting Trigger Event; provided however that to the extent the Borrowers are no longer subject to a Monthly Reporting Period and a subsequent Reporting Trigger Event occurs, the Borrower will be required to provide an updated Borrowing Base Certificate as described above in connection with such Credit Extension. For the avoidance of doubt, delivery of any updated Borrowing Base Certificate pursuant to this Section 4.02(b) shall be in addition to, and shall not affect, the Borrowers’ requirements to deliver Borrowing Base Certificates pursuant to Section 5.12(a); (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 Section 5 hereof 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 on the Funding Date of each Credit Extension; providedupon giving effect to, however, that such materiality qualifier shall not be applicable to any funding or issuance (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 of such earlier 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 Section 5 hereof are 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); (ce) in such Lender’s sole discretionthe case of a Letter of Credit to be denominated in the Alternative LC Currency, there has shall not been have occurred any Material Adverse Change change in national or any material adverse deviation by Borrower from international financial, political or economic conditions or currency exchange rates or exchange controls which in the Annual Projections reasonable opinion of Borrower presented the Administrative Agent or the Issuing Bank would make it impracticable for such Letter of Credit to and accepted by Collateral Agent and each Lender; (d) to be denominated in 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 DateAlternative LC Currency; and (ef) payment with respect to the issuance of any Letter of Credit, the fees LC Conditions shall be satisfied. Each request by the Borrowers for funding of a Revolver Loan, or issuance of a Letter of Credit shall constitute a representation by the Borrowers that the conditions in clauses (b) through (d) above are satisfied on the date of such request and Lenders’ Expenses then due as specified in Section 2.5 hereofon the date of such funding or issuance.

Conditions Precedent to all Credit Extensions. (a) The obligation of each Lender the Lenders to make each Credit Extension, including Extension after the initial Credit Extension, is Amendment Closing Date shall be subject to the following conditions precedentprecedent being met to the reasonable satisfaction of the Agent in each instance: (ai) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the All representations and warranties contained herein or otherwise made in Section 5 hereof any other Loan Document (including, without limitation, any Borrowing Base Certificate) and all other representations and warranties made by any Loan Party in any agreement, instrument, certificate, document or other writing delivered to the Agent or any Lender in connection herewith or therewith, shall be true, accurate true and complete correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of the Disbursement Letter and on the Funding Date of each such Credit Extension; provided, however, that such materiality qualifier shall not be applicable subsequent 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 Amendment Closing Date the representations and warranties set forth in Section 5 hereof are 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 7.15 shall be true, accurate and complete in all material respects as deemed made with reference to the date of such date;the then most recent audited financial statements of the Parent. (cii) There shall exist no Default or Event of Default. (iii) All requisite actions and proceedings in connection with such Lender’s Credit Extensions shall be satisfactory in form and substance to the Agent and the Agent's counsel shall have received all information and copies of all documents, including, without limitation, records of requisite action and proceedings which the Agent or its counsel may have requested in connection therewith, such documents where requested by the Agent or its counsel to be certified by appropriate persons or governmental authorities. All conditions to the effectiveness of any documents required to be executed or delivered pursuant to this Article - 5, including, without limitation, the delivery of documents required in connection therewith, shall be completed to the satisfaction of the Agent at or prior to such execution or delivery. (iv) The Agent shall have received a borrowing request in accordance with Section 2.03 or request for a Letter of Credit in accordance with Section 2.13. (b) The request by the Lead Borrower for, and the acceptance by the Borrowers of, each extension of credit hereunder shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in this Section 5.02 have been satisfied at that time and that after giving effect to such extension of credit the Borrowers shall continue to be in compliance with the Borrowing Base. The conditions set forth in this Section 5.02 are for the sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from benefit of the Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lender; (d) other Credit Party and may be waived by the Agent, in whole or in part, without prejudice 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 Agent or any other 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 hereofParty.

Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Disbursement Letter Payment/Advance Form in the form of Exhibit B attached hereto; and, with respect to each of Term B Loans and Term C Loans, (i) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; and (ii) evidence in form and substance satisfactory to Lenders, in their commercially reasonable discretion, that Borrower has achieved the Phase 3 Milestone. By way of example, (i) written notice (in form and content satisfactory to the Lenders in their commercially reasonable discretion) to Borrower from the contract research organization conducting the Phase 3 trial documenting that the Phase 3 Milestone has been achieved or (ii) any press release issued by Borrower or any report filed by Borrower with the SEC disclosing Borrower’s achievement of the Phase 3 Milestone (including disclosure of such achievement by Borrower in an 8-K filing) shall constitute evidence in form and substance satisfactory to Lenders; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter Payment/Advance 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 Section 5 hereof are 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) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections most recent business plan of Borrower presented to and accepted by Collateral Agent and each Lender; (d) to Lenders, or any material adverse change in the extent not delivered at the Effective Datebusiness, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable to each Lender, and in favor operations or financial condition of each Lender according to its Commitment Percentage, with respect to each Credit Extension made by such Lender after the Effective DateBorrower; and (ed) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.