Common use of Conditions Precedent to Tranche B Loan Clause in Contracts

Conditions Precedent to Tranche B Loan. Lender’s obligation to advance the Tranche B Loan is subject to the satisfaction (or waiver in accordance with Section 13.5 hereof) of the following conditions: (a) evidence satisfactory to Lender in the form of a certificate of a Responsible Officer of Borrower that there are no litigation, public or private, or administrative proceedings, governmental investigation or other legal or regulatory developments, pending or, to the knowledge of Borrower or any of its Subsidiaries, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change except as set forth on Schedule 5.6 of the Disclosure Letter (such certificate to be in form and substance reasonably satisfactory to Lender); (b) (i) a certificate, dated the Tranche B Closing Date and signed by the Chief Financial Officer of Borrower, providing the Net Sales for the two most recently completed fiscal quarters of Borrower (such certificate to be in form and substance reasonably satisfactory to Lender) and (ii) a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Tranche B Loan for each Credit Party in form and substance reasonably satisfactory to Lender; (c) a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.2 and Section 3.4(b) and (c) (such certificate to be in form and substance reasonably satisfactory to Lender); and (d) an updated Disclosure Letter; provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update).

Conditions Precedent to Tranche B Loan. Lender’s obligation to advance the Tranche B Loan is subject to the satisfaction (or waiver in accordance with Section 13.5 11.5 hereof) of the following conditions: (a) evidence satisfactory to Lender in Lender’s receipt of the form of a certificate of a Responsible Officer of Borrower that there are no litigationTranche B Note, public or privateexecuted by Borrower, or administrative proceedingsand an updated Disclosure Letter, governmental investigation or other legal or regulatory developments, pending or, if and to the knowledge of Borrower or extent any of its Subsidiaries, threatened, that, individually or in update thereto is necessary between the aggregate, could reasonably be expected to result in a Material Adverse Change except as set forth on Schedule 5.6 of the Disclosure Letter (such certificate to be in form Tranche A Closing Date and substance reasonably satisfactory to Lender); (b) (i) a certificate, dated the Tranche B Closing Date and signed by the Chief Financial Officer of Borrower, providing the Net Sales for the two most recently completed fiscal quarters of Borrower (such certificate to be in form and substance reasonably satisfactory to Lender) and (ii) a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Tranche B Loan for each Credit Party in form and substance reasonably satisfactory to Lender; (c) a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.2 and Section 3.4(b) and (c) (such certificate to be in form and substance reasonably satisfactory to Lender); and (d) an updated Disclosure Letter; provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to Lender); (b) Lender’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche A Closing Date and the Tranche B Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)), in form and substance reasonably satisfactory to Lender; (c) Lender’s receipt of a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Tranche B Loan for each Credit Party, in form and substance reasonably satisfactory to Lender; (d) payment of Lender Expenses and other fees then due as specified in Section 2.4 hereof; and (e) Lender’s receipt of a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming there is no Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter delivered in accordance with Section 3.1(k) (such certificate to be in form and substance reasonably satisfactory to Lender) or advised prior to the Tranche B Closing Date pursuant to Section 5.2(b); (f) there should not have been any prepayment of the Tranche A Loan pursuant to Section 2.2(c)(iii) or as a result of the acceleration of the maturity of the Tranche A Loan pursuant to Section 8.1(a); and (g) Lender’s receipt of a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.2 and in Section 3.3 (such certificate to be in form and substance reasonably satisfactory to Lender).

Conditions Precedent to Tranche B Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche B Loan Amount is subject to the satisfaction (or waiver in accordance with Section 13.5 11.5 hereof) of the following conditions: (a) evidence satisfactory to Lender in each Lender’s receipt of the form Tranche B Note, executed by Borrower, and the Collateral Agent’s and such Lender’s receipt of a certificate of a Responsible Officer of Borrower that there are no litigationan updated Disclosure Letter, public or private, or administrative proceedings, governmental investigation or other legal or regulatory developments, pending or, if and to the knowledge of Borrower or extent any of its Subsidiaries, threatened, that, individually or in update thereto is necessary between the aggregate, could reasonably be expected to result in a Material Adverse Change except as set forth on Schedule 5.6 of the Disclosure Letter (such certificate to be in form Tranche A Closing Date and substance reasonably satisfactory to Lender); (b) (i) a certificate, dated the Tranche B Closing Date and signed by the Chief Financial Officer of Borrower, providing the Net Sales for the two most recently completed fiscal quarters of Borrower (such certificate to be in form and substance reasonably satisfactory to Lender) and (ii) a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Tranche B Loan for each Credit Party in form and substance reasonably satisfactory to Lender; (c) a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.2 and Section 3.4(b) and (c) (such certificate to be in form and substance reasonably satisfactory to Lender); and (d) an updated Disclosure Letter; provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (b) the Collateral Agent’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche A Closing Date and the Tranche B Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or an Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (c) The Collateral Agent’s receipt of a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Tranche B Loan for each Credit Party, in form and substance reasonably satisfactory to the Collateral Agent; (d) payment of any and all accrued and unpaid Lender Expenses then due as specified in Section 2.4 hereof concurrent with the funding of the Tranche B Loan; (e) no prepayment of the Tranche A Loan has been made; (f) the Collateral Agent’s receipt of a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming there is no Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter delivered in accordance with Section 3.1(l) or, to the extent updated, clause (a) above (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent); and (g) the Collateral Agent’s receipt of a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.2 and in Section 3.3, Section 3.4 and Section 3.5 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent).

Conditions Precedent to Tranche B Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche B Loan Amount is subject to the satisfaction (or waiver in accordance with Section 13.5 11.5 hereof) of the following conditions: : (a) evidence satisfactory to Lender in each Lender’s receipt of the form Tranche B Note, executed by Borrower, and the Collateral Agent’s and such Xxxxxx’s receipt of a certificate of a Responsible Officer of Borrower that there are no litigationan updated Disclosure Letter, public or private, or administrative proceedings, governmental investigation or other legal or regulatory developments, pending or, if and to the knowledge of Borrower or extent any of its Subsidiaries, threatened, that, individually or in update thereto is necessary between the aggregate, could reasonably be expected to result in a Material Adverse Change except as set forth on Schedule 5.6 of the Disclosure Letter (such certificate to be in form Tranche A Closing Date and substance reasonably satisfactory to Lender); (b) (i) a certificate, dated the Tranche B Closing Date and signed by the Chief Financial Officer of Borrower, providing the Net Sales for the two most recently completed fiscal quarters of Borrower (such certificate to be in form and substance reasonably satisfactory to Lender) and (ii) a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Tranche B Loan for each Credit Party in form and substance reasonably satisfactory to Lender; (c) a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.2 and Section 3.4(b) and (c) (such certificate to be in form and substance reasonably satisfactory to Lender); and (d) an updated Disclosure Letter; provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (b) the Collateral Agent’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche A Closing Date and the Tranche B Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or an Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (c) the Collateral Agent’s receipt of a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Tranche B Loan for each Credit Party, in form and substance reasonably satisfactory to the Collateral Agent; (d) concurrent with the funding of the Tranche B Loan, payment of the Tranche B Additional Consideration, which such payment shall be deducted from the proceeds of the Tranche B Loan; (e) concurrent with the funding of the Tranche B Loan, payment of any and all Lender Expenses then due as specified in Section 2.4 hereof, which such payment shall be deducted from the proceeds of the Tranche B Loan; (f) no prepayment of the Tranche A Loan has been made; (g) the Collateral Agent’s receipt of a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming there is no Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter delivered in accordance with Section 3.1(l) or, to the extent updated, clause (a) above (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent); and (h) the Collateral Agent’s receipt of a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Xxxxxxxx, confirming satisfaction of the conditions precedent set forth in this Section 3.2 and in Section 3.5, Section 3.6 and Section 3.7 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent).

Conditions Precedent to Tranche B Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche B Loan Amount is subject to the satisfaction (or waiver in accordance with Section 13.5 11.5 hereof) of the following conditions: : (a) evidence satisfactory to Lender in each Lender’s receipt of the form Tranche B Note, executed by Borrower, and the Collateral Agent’s and such Xxxxxx’s receipt of a certificate of a Responsible Officer of Borrower that there are no litigationan updated Disclosure Letter, public or private, or administrative proceedings, governmental investigation or other legal or regulatory developments, pending or, if and to the knowledge of Borrower or extent any of its Subsidiaries, threatened, that, individually or in update thereto is necessary between the aggregate, could reasonably be expected to result in a Material Adverse Change except as set forth on Schedule 5.6 of the Disclosure Letter (such certificate to be in form Tranche A Closing Date and substance reasonably satisfactory to Lender); (b) (i) a certificate, dated the Tranche B Closing Date and signed by the Chief Financial Officer of Borrower, providing the Net Sales for the two most recently completed fiscal quarters of Borrower (such certificate to be in form and substance reasonably satisfactory to Lender) and (ii) a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Tranche B Loan for each Credit Party in form and substance reasonably satisfactory to Lender; (c) a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.2 and Section 3.4(b) and (c) (such certificate to be in form and substance reasonably satisfactory to Lender); and (d) an updated Disclosure Letter; provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update).), to be in form and substance reasonably satisfactory to the Collateral Agent; (b) the Collateral Agent’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche A Closing Date and the Tranche B Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or an Event of Default (with or without such update)), to be in form and substance reasonably satisfactory to the Collateral Agent; (c) the Collateral Agent’s receipt of a Secretary’s Certificate, or in the case of any Swiss Guarantor, a Director’s Certificate, in relation to each Credit Party, certifying either (i) that the Borrowing Resolutions adopted as of the Tranche A Closing Date authorizing the Tranche B Loan and previously delivered to the Collateral

Conditions Precedent to Tranche B Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche B Loan Amount is subject to the satisfaction (or waiver in accordance with Section 13.5 11.5 hereof) of the following conditions: (a) evidence satisfactory to Lender in each Lender’s receipt of the form Tranche B Note, executed by Borrower, and the Collateral Agent’s and such Lender’s receipt of a certificate of a Responsible Officer of Borrower that there are no litigationan updated Disclosure Letter, public or private, or administrative proceedings, governmental investigation or other legal or regulatory developments, pending or, if and to the knowledge of Borrower or extent any of its Subsidiaries, threatened, that, individually or in update thereto is necessary between the aggregate, could reasonably be expected to result in a Material Adverse Change except as set forth on Schedule 5.6 of the Disclosure Letter (such certificate to be in form Tranche A Closing Date and substance reasonably satisfactory to Lender); (b) (i) a certificate, dated the Tranche B Closing Date and signed by the Chief Financial Officer of Borrower, providing the Net Sales for the two most recently completed fiscal quarters of Borrower (such certificate to be in form and substance reasonably satisfactory to Lender) and (ii) a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Tranche B Loan for each Credit Party in form and substance reasonably satisfactory to Lender; (c) a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.2 and Section 3.4(b) and (c) (such certificate to be in form and substance reasonably satisfactory to Lender); and (d) an updated Disclosure Letter; provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (b) the Collateral Agent’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche A Closing Date and the Tranche B Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or an Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (c) the Collateral Agent’s receipt of a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Tranche B Loan for each Credit Party, in form and substance reasonably satisfactory to the Collateral Agent; (d) payment of any and all accrued and unpaid Lender Expenses then due as specified in Section 2.4 hereof concurrent with the funding of the Tranche B Loan; (e) no prepayment of the principal amount of the Tranche A Loan has been made, in whole or in part pursuant to Section 2.2(c) or as a result of the acceleration of the maturity of the Tranche A Loan pursuant to Section 8.1(a); (f) Borrower’s market capitalization as of the Trading Day on which the Borrower delivered to the Collateral Agent a completed Payment/Advance Request with respect to the Tranche B Loan, was at least $4.0 billion; (g) the Collateral Agent’s receipt of a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming there is no Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter delivered in accordance with Section 3.1(a) or, to the extent updated, clause (a) above (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent); (h) the Collateral Agent’s receipt of a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.2 and in Section 3.3 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent); and (i) payment of the Additional Tranche B Commitment Consideration concurrent with the funding of the Tranche B Loan.

Conditions Precedent to Tranche B Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche B Loan Amount is subject to the satisfaction (or waiver in accordance with Section 13.5 11.5 hereof) of the following conditions: (a) evidence satisfactory to Lender in each Lender’s receipt of the form Tranche B Note, executed by Borrower, and the Collateral Agent’s and such Lender’s receipt of a certificate of a Responsible Officer of Borrower that there are no litigationan updated Disclosure Letter, public or private, or administrative proceedings, governmental investigation or other legal or regulatory developments, pending or, if and to the knowledge of Borrower or extent any of its Subsidiaries, threatened, that, individually or in update thereto is necessary between the aggregate, could reasonably be expected to result in a Material Adverse Change except as set forth on Schedule 5.6 of the Disclosure Letter (such certificate to be in form Tranche A Closing Date and substance reasonably satisfactory to Lender); (b) (i) a certificate, dated the Tranche B Closing Date and signed by the Chief Financial Officer of Borrower, providing the Net Sales for the two most recently completed fiscal quarters of Borrower (such certificate to be in form and substance reasonably satisfactory to Lender) and (ii) a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Tranche B Loan for each Credit Party in form and substance reasonably satisfactory to Lender; (c) a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.2 and Section 3.4(b) and (c) (such certificate to be in form and substance reasonably satisfactory to Lender); and (d) an updated Disclosure Letter; provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (b) the Collateral Agent’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche A Closing Date and the Tranche B Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or an Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (c) The Collateral Agent’s receipt of a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Tranche B Loan for each Credit Party, in form and substance reasonably satisfactory to the Collateral Agent; (d) payment of any and all accrued and unpaid Lender Expenses then due as specified in Section 2.4 hereof concurrent with the funding of the Tranche B Loan; (e) no prepayment of the Tranche A Loan has been made; (f) the Collateral Agent’s receipt of a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming there is no Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter delivered in accordance with Section 3.1(l) or, to the extent updated, clause (a) above (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent); and (g) the Collateral Agent’s receipt of a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.2 and in Section 3.4, Section 3.5 and Section 3.6 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent).

Conditions Precedent to Tranche B Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche B Loan Amount is subject to the satisfaction (or waiver in accordance with Section 13.5 11.5 hereof) of the following conditions: (a) evidence satisfactory to Lender in the form of a certificate of a Responsible Officer of Borrower that there are no litigationCollateral Agent’s and each Lender’s receipt, public or private, or administrative proceedings, governmental investigation or other legal or regulatory developments, pending or, to the knowledge of Borrower or any of its Subsidiaries, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change except as set forth on Schedule 5.6 of the Disclosure Letter (such certificate to be in form and substance reasonably satisfactory to Lender); (b) (i) a certificate, dated the Tranche B Closing Date and signed Date, of the Tranche B Note executed by the Chief Financial Officer of Borrower, providing the Net Sales for the two most recently completed fiscal quarters of Borrower (such certificate to be in form and, if and substance reasonably satisfactory to Lender) and (ii) a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents extent any update thereto is necessary between the Tranche A Closing Date and the Tranche B Loan for each Credit Party Closing Date, a Disclosure Letter or Perfection Certificate updated in form and substance reasonably satisfactory to Lender; reasonable detail (c) a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.2 and Section 3.4(b) and (c) (such certificate to be in form and substance reasonably satisfactory to Lender); and (d) an updated Disclosure Letter; provided, that in no event may the Disclosure Letter or the Perfection Certificate be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)), in each case (x) dated as of the Tranche B Closing Date, (y) executed (where applicable) and delivered by each applicable Credit Party, and (z) in form reasonably satisfactory to the Collateral Agent; (b) the Collateral Agent’s receipt of a Secretary’s Certificate in relation to each Credit Party, dated the Tranche B Closing Date, certifying (i) that attached as Exhibit A to such certificate is a true, correct, and complete copy of the Borrowing Resolutions then in full force and effect authorizing the Tranche B Loan or, alternatively, (ii) that the Borrowing Resolutions adopted as of the Tranche A Closing Date authorizing the Term Loans and previously delivered to the Collateral Agent pursuant to Section 3.1(d) have not been modified and remain in full force and effect; (c) [RESERVED]; (d) concurrent with the funding of the Tranche B Loan, payment of Lender Expenses then due as specified in Section 2.4 hereof and for which an invoice has been received by Borrower at least (1) Business Day prior, and such payment shall be deducted from the proceeds of the Tranche B Loan; (e) no prepayment of the principal amount of any Term Loan has been made pursuant to Section 2.2(c) or as a result of the acceleration of the maturity of any Term Loan pursuant to Section 8.1(a); and (f) the Collateral Agent’s receipt of a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Parent, confirming: (i) there is no Adverse Proceeding pending or, to the Knowledge of Parent, threatened in writing, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter delivered in accordance with Section 3.1(a)(i) or Section 3.2(a), as applicable; and (ii) satisfaction of the conditions precedent set forth in this Section 3.2 and in Section 3.5, Section 3.6 and Section 3.7 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent.

Conditions Precedent to Tranche B Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche B Loan Amount is subject to the satisfaction (or waiver in accordance with Section 13.5 11.5 hereof) of the following conditions: (a) evidence satisfactory to Lender in Each Lender’s receipt of the form Tranche B Note, executed by Borrower, and the Collateral Agent’s and such Lender’s receipt of a certificate of a Responsible Officer of Borrower that there are no litigationan updated Disclosure Letter, public or private, or administrative proceedings, governmental investigation or other legal or regulatory developments, pending or, if and to the knowledge of Borrower or extent any of its Subsidiaries, threatened, that, individually or in update thereto is necessary between the aggregate, could reasonably be expected to result in a Material Adverse Change except as set forth on Schedule 5.6 of the Disclosure Letter (such certificate to be in form Tranche A Closing Date and substance reasonably satisfactory to Lender); (b) (i) a certificate, dated the Tranche B Closing Date and signed by the Chief Financial Officer of Borrower, providing the Net Sales for the two most recently completed fiscal quarters of Borrower (such certificate to be in form and substance reasonably satisfactory to Lender) and (ii) a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Tranche B Loan for each Credit Party in form and substance reasonably satisfactory to Lender; (c) a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.2 and Section 3.4(b) and (c) (such certificate to be in form and substance reasonably satisfactory to Lender); and (d) an updated Disclosure Letter; provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (b) The Collateral Agent’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche A Closing Date and the Tranche B Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or an Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (c) [**]; (d) [**]; (e) [**]; (f) The Collateral Agent’s receipt of a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming there is no Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter delivered in accordance with Section 3.1(k) or, to the extent updated, clause (a) above (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent) or advised in writing by Borrower at any time prior to the delivery of Payment/Advance Form for the Tranche B Loan; and (g) The Collateral Agent’s receipt of a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.2 and in Section 3.4 and Section 3.5 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent).

Conditions Precedent to Tranche B Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche B Loan is subject to the satisfaction (or waiver in accordance with Section 13.5 11.5 hereof) of the following conditions: (a) evidence satisfactory to Lender in Such Lender’s receipt of the form Tranche B Note, executed by Borrower, and the Collateral Agent’s and such Lender’s receipt of a certificate of a Responsible Officer of Borrower that there are no litigationan updated Disclosure Letter, public or private, or administrative proceedings, governmental investigation or other legal or regulatory developments, pending or, if and to the knowledge of Borrower or extent any of its Subsidiaries, threatened, that, individually or in update thereto is necessary between the aggregate, could reasonably be expected to result in a Material Adverse Change except as set forth on Schedule 5.6 of the Disclosure Letter (such certificate to be in form Tranche A Closing Date and substance reasonably satisfactory to Lender); (b) (i) a certificate, dated the Tranche B Closing Date and signed by the Chief Financial Officer of Borrower, providing the Net Sales for the two most recently completed fiscal quarters of Borrower (such certificate to be in form and substance reasonably satisfactory to Lender) and (ii) a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Tranche B Loan for each Credit Party in form and substance reasonably satisfactory to Lender; (c) a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.2 and Section 3.4(b) and (c) (such certificate to be in form and substance reasonably satisfactory to Lender); and (d) an updated Disclosure Letter; provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (b) The Collateral Agent’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche A Closing Date and the Tranche B Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)), in form and substance reasonably satisfactory to the Collateral Agent; (c) The Collateral Agent’s receipt of a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Tranche B Loan for each Credit Party, in form and substance reasonably satisfactory to the Collateral Agent; (d) payment of Lender Expenses and other fees then due as specified in Section 2.4 hereof; and (e) The Collateral Agent’s receipt of a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming there is no Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter delivered in accordance with Section 3.1(k) (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent) or advised prior to the Tranche B Closing Date pursuant to Section 5.2(b); (f) there should not have been any prepayment of the Tranche A Loan pursuant to Section 2.1(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii) or as a result of the acceleration of the maturity of the Tranche A Loan pursuant to Section 8.1(a); (g) the Contingent Obligation of the Borrower with respect to Regulatory Approval of the Product by the FDA for any indication in the United States shall have become due and payable pursuant to the Amended and Restated Collaboration and License Agreement, dated as of March 12, 2015, by and between Borrower and Eisai Co., Ltd. (without taking into account any amendment, restatement, supplement or modification thereto); and (h) The Collateral Agent’s receipt of a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.2 and in Section 3.4 and Section 3.6 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent).

Conditions Precedent to Tranche B Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche B Loan is subject to the satisfaction (or waiver in accordance with Section 13.5 11.5 hereof) of the following conditions: (a) evidence satisfactory to Lender in Such Lender’s receipt of the form Tranche B Note, executed by Borrower, and the Collateral Agent’s and such Lender’s receipt of a certificate of a Responsible Officer of Borrower that there are no litigationan updated Disclosure Letter, public or private, or administrative proceedings, governmental investigation or other legal or regulatory developments, pending or, if and to the knowledge of Borrower or extent any of its Subsidiaries, threatened, that, individually or in update thereto is necessary between the aggregate, could reasonably be expected to result in a Material Adverse Change except as set forth on Schedule 5.6 of the Disclosure Letter (such certificate to be in form Tranche A Closing Date and substance reasonably satisfactory to Lender); (b) (i) a certificate, dated the Tranche B Closing Date and signed by the Chief Financial Officer of Borrower, providing the Net Sales for the two most recently completed fiscal quarters of Borrower (such certificate to be in form and substance reasonably satisfactory to Lender) and (ii) a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Tranche B Loan for each Credit Party in form and substance reasonably satisfactory to Lender; (c) a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.2 and Section 3.4(b) and (c) (such certificate to be in form and substance reasonably satisfactory to Lender); and (d) an updated Disclosure Letter; provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (b) The Collateral Agent’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche A Closing Date and the Tranche B Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)), in form and substance reasonably satisfactory to the Collateral Agent; (c) The Collateral Agent’s receipt of a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Tranche B Loan for each Credit Party, in form and substance reasonably satisfactory to the Collateral Agent; (d) payment of Lender Expenses and other fees then due as specified in Section 2.4 hereof; (e) The Collateral Agent’s receipt of a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming there is no Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter delivered in accordance with Section 3.1(a) (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent) or advised prior to the Tranche B Closing Date pursuant to Section 5.2(b); (f) there should not have been any prepayment of the Tranche A Loan pursuant to Section 2.1(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii) of the Original Loan Agreement or as a result of the acceleration of the maturity of the Tranche A Loan pursuant to Section 8.1(a); (g) the Contingent Obligation of the Borrower with respect to Regulatory Approval of the Product by the FDA for any indication in the United States shall have become due and payable pursuant to the Amended and Restated Collaboration and License Agreement, dated as of March 12, 2015, by and between Borrower and Eisai Co., Ltd. (without taking into account any amendment, restatement, supplement or modification thereto); and (h) The Collateral Agent’s receipt of a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.2 and in Section 3.4 and Section 3.6 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent).

Conditions Precedent to Tranche B Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche B Loan Amount is subject to the satisfaction (or waiver in accordance with Section 13.5 11.5 hereof) of the following conditions: (a) evidence satisfactory to Lender in the form of a certificate of a Responsible Officer of Borrower that there are no litigationCollateral Agent’s and each Lender’s receipt, public or private, or administrative proceedings, governmental investigation or other legal or regulatory developments, pending or, to the knowledge of Borrower or any of its Subsidiaries, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change except as set forth on Schedule 5.6 of the Disclosure Letter (such certificate to be in form and substance reasonably satisfactory to Lender); (b) (i) a certificate, dated the Tranche B Closing Date and signed Date, of the Tranche B Note executed by the Chief Financial Officer of Borrower, providing the Net Sales for the two most recently completed fiscal quarters of Borrower (such certificate to be in form and, if and substance reasonably satisfactory to Lender) and (ii) a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents extent any update thereto is necessary between the Tranche A Closing Date and the Tranche B Loan for each Credit Party Closing Date, a Disclosure Letter or Perfection Certificate updated in form and substance reasonably satisfactory to Lender; reasonable detail (c) a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.2 and Section 3.4(b) and (c) (such certificate to be in form and substance reasonably satisfactory to Lender); and (d) an updated Disclosure Letter; provided, that in no event may the Disclosure Letter or the Perfection Certificate be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)), in each case (x) dated as of the Tranche B Closing Date, (y) executed (where applicable) and delivered by each applicable Credit Party, and (z) in form reasonably satisfactory to the Collateral Agent; (b) the Collateral Agent’s receipt of a Secretary’s Certificate in relation to each Credit Party, dated the Tranche B Closing Date, certifying (i) that attached as Exhibit A to such certificate is a true, correct, and complete copy of the Borrowing Resolutions then in full force and effect authorizing the Tranche B Loan or, alternatively, (ii) that the Borrowing Resolutions adopted as of the Tranche A Closing Date authorizing the Term Loans and previously delivered to the Collateral Agent pursuant to Section 3.1(d) have not been modified and remain in full force and effect; (c) [RESERVED]; (d) concurrent with the funding of the Tranche B Loan, payment of Lender Expenses then due as specified in Section 2.4 hereof and for which an invoice has been received by Borrower at least (1) Business Day prior, and such payment shall be deducted from the proceeds of the Tranche B Loan; (e) no prepayment of the principal amount of any Term Loan has been made pursuant to Section 2.2(c) or as a result of the acceleration of the maturity of any Term Loan pursuant to Section 8.1(a); and (f) the Collateral Agent’s receipt of a certificate, dated the Tranche B Closing Date and signed by a Responsible Officer of Parent, confirming: (i) there is no Adverse Proceeding pending or, to the Knowledge of Parent, threatened in writing, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter delivered in accordance with Section 3.1(a)(i) or Section 3.2(a)(i), as applicable; and (ii) satisfaction of the conditions precedent set forth in this Section 3.2 and in Section 3.5, Section 3.6 and Section 3.7 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent.