Common use of Tranche 1-B Advance Clause in Contracts

Tranche 1-B Advance. The Purchasers shall make the Tranche 1-B Advance, subject to the fulfillment on or prior to the Tranche 1-B Funding Date of each of the following conditions, in each case, in a manner, form and substance reasonably satisfactory to the Purchasers: (a) The Credit Parties shall have caused the Subsequent Credit Parties to satisfy the requirements applicable to Subsequent Credit Parties under Section 7.20; (b) The representations and warranties of the Credit Parties contained in ARTICLE V hereof and in the other Operative Documents shall be true and correct as of the applicable Funding Date as if made on the applicable Funding Date (except to the extent expressly made as of a prior date, in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to this Agreement; provided that any such exception does not represent a change occurring since the Closing Date, or an event or circumstance which the Credit Parties failed to disclose in the Schedules hereto on the Closing Date, that in either event has resulted or could reasonably be expected to result in a Material Adverse Effect; (c) No Event of Default shall have occurred and be continuing, or would result from, the making of the applicable Advance or from the application of proceeds therefrom; (d) The Credit Parties shall execute and deliver to the Purchasers an updated Perfection Certificate on or before the Tranche 1-B Funding Date; (e) the Borrowers shall have executed and delivered Tranche 1-B Notes to the Purchasers; (f) the Company shall have executed and delivered the Tranche 1-B Warrants to the Purchasers on or before the Tranche 1-B Funding Date; and (g) The Company and the other Borrowers shall have executed and delivered to the Purchasers a certificate executed by a Responsible Officer of the Company and the other Borrowers, dated as of the Tranche 1-B Funding Date, as to the satisfaction of the applicable conditions set forth in this Section 4.2. (h) Notwithstanding anything to the contrary contained herein or in any other Operative Document, in the event the Purchasers fail to fund the Tranche 1-B Advance on or before the Tranche 1-B Funding Date, the following provisions shall apply: (1) The covenants and agreements contained in Sections 7.16, 7.18, 7.19(a), and all of ARTICLE VIII other than Sections 8.1-8.4, 8.10, 8.12, 8.20 and 8.21, shall be deemed null, void and of no further force or effect; (2) The Company shall have the right, in its sole discretion and at any time and from time to time, to prepay the Obligations in whole or in part without premium or penalty; and (3) For a period of ninety (90) days from such Tranche 1-B Funding Date (such period, the “Standstill Period”) the Purchasers and Holders agree to forbear and shall not exercise or enforce any rights or remedies under this Agreement or any other Operative Document during such Standstill Period.