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 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 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 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 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, 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▇▇▇ ▇▇▇▇; (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 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 Each Credit Extension, including Extension hereunder on or after the initial Credit Extension, is Closing Date shall be subject to the following conditions precedentprecedent that: (a) receipt by the Borrower shall have delivered to the Administrative Agent, the Collateral Agent of an executed Disbursement Letter and each Group Agent a Loan Request for such Loan in the form of Exhibit B attached heretoaccordance with Section 2.02(a); (b) the representations Servicer shall have delivered to the Administrative Agent, the Collateral Agent and warranties in Section 5 hereof shall be trueeach Group Agent a pro forma Information Package, accurate reflecting the Aggregate Principal, Required Reserves, the Net Portfolio Balance, the Borrowing Base and complete in all material respects the Enhanced Borrowing Base, each as calculated after giving effect to the proposed Credit Extension and the application of Collections and, if applicable, Supporting LC Draw Proceeds, 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 dateupcoming Settlement Date; (c) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and ADT shall be deemed to have represented and warranted that such statements are then true and correct): (i) each of the representations and warranties contained in this Agreement and in each other Transaction Document are true and correct on and as of such Lender’s sole discretiondate as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, there in which case they shall be true and correct on and as of such earlier date; (ii) no event has not been any Material Adverse Change occurred or any material adverse deviation by Borrower would result from such Credit Extension that constitutes an Event of Termination or an Unmatured Event of Termination that remains continuing; and (iii) no Pool Deficiency Amount (calculated without giving effect to clause (ii) of the Annual Projections definition thereof) exists or would exist after giving effect to such Credit Extension and the application of Borrower presented to Collections and accepted by Collateral Agent and each Lender;Supporting LC Draw Proceeds, in accordance with Section 3.01; and (d) to the extent Termination Date shall 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 Datehave occurred; and (e) payment the applicable Group Agent has approved of the fees and Lenders’ Expenses then due as specified related Loan Request in accordance with Section 2.5 hereof2.02.

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 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 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 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 Payment/Advance Form and UCC financing statement covering the Financed Equipment described on Exhibit B attached heretoA; (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;; and (c) Bank shall have the opportunity to confirm that upon filing the UCC financing statement covering the Eligible Equipment described on Exhibit A, that Bank shall have a first perfected security interest in such LenderEligible Equipment; and (d) in Bank’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 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 (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 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) 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 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 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 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 (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, 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, 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 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 precedentfollowing: (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 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, 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 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 (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 (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) 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) 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 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 (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 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 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 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 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 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) 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 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) 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 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; (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 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 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) 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 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 Bank’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 heretoTransaction Report; (b) the representations and warranties in Section 5 hereof of this Agreement shall be true, accurate accurate, and complete in all material respects on the date of the Disbursement Letter Transaction Report and/or 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 of 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 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; (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: (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 Bank’s obligations to make each Credit Extension, including the initial Credit Extension, 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 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 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 LenderBank’s sole discretion, there (i) Bank has not been any Material Adverse Change or any material adverse deviation by determined that it is the intention of Borrower’s then existing investors to not continue to fund Borrower from in the Annual Projections of Borrower presented to amounts and accepted by Collateral Agent and each Lender; (d) timeframe to the extent not delivered at necessary to enable Borrower to satisfy the Effective Date, duly executed original Secured Promissory Notes Obligations as they become due and Warrants, in number, form and content acceptable to each Lenderpayable, and Borrower has not obtained sufficient commitments of new investors(s) satisfactory to Bank to fund Borrower in favor of each Lender according the amounts and timeframe to its Commitment Percentage, with respect the extent necessary to each Credit Extension made by such Lender after enable Borrower to satisfy the Effective DateObligations as they become due and payable; and or (eii) payment there is a material impairment in the perfection or priority of the fees and Lenders’ Expenses then due as specified Bank’s security interest in Section 2.5 hereofthe Collateral.

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 Common 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 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) (i) receipt by Collateral Agent the Lenders of an executed Disbursement Letter in the form of Exhibit B B-1 attached hereto; and (ii) 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 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 in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the such 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; (e) duly executed original Secured Promissory Notes in favor of each Lender; and (f) duly executed original Warrant in favor of each Lender, except with respect to the Original Oxford Term Loan and the SVB Pay Off Term 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 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 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 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 Payment/Advance Form in the form of Exhibit B-2 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 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 immediately 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, Collateral Agent and Lenders determine to their reasonable satisfaction that there has not been any Material Adverse Change material impairment in the general affairs, management, results of operation or financial condition of Borrower 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 Lenderthe Lenders; (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 PercentagePercentage for the requested Term Loan, 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 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 DateChange; 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 obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedentfollowing: (a) except as otherwise provided in Section 3.4(a), timely receipt by 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 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 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 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; 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 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 Dateconstitute an Event of Default under Section 8 unless it independently constitutes an Event of Default pursuant to another provision of this Agreement, duly executed original Secured Promissory Notes and Warrantsincluding, in numberwithout limitation, 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 8.3 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 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 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 (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 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 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 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 an Advance (including its initial Advance) and the obligation of the Issuing Bank to issue a Letter of Credit Extension, (including the initial issuance thereof) or renew a Letter of Credit Extensionand the right of the Borrower to request the issuance or renewal of a Letter of Credit, is shall each be subject to the following further conditions precedent: precedent that on the date of each such Borrowing or issuance or renewal: 56 63 (a) receipt by Collateral NOTICE, APPLICATION; CONTINUATION OF REPRESENTATIONS AND WARRANTIES. The following statements shall be true and the Administrative Agent of an executed Disbursement Letter shall have received (except in the form case of Exhibit B attached hereto;the Letter of Credit Advance made by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Swing Line Bank pursuant to Section 2.02(b)) a certificate signed by a duly authorized officer of the Borrower, dated the date of such Borrowing or issuance or renewal, stating that (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of a Borrowing or of a Letter of Credit or the renewal of a Letter of Credit, shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or issuance or renewal such statements are true): (bi) the representations and warranties contained in Section 5 hereof shall be true, accurate and complete each Loan Document are correct in all material respects on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), before and after giving effect to such Borrowing or issuance or renewal and to the date application of the Disbursement Letter proceeds therefrom, as though made on and on the Funding Date as of each Credit Extensionsuch date; provided, however, that notwithstanding the provisions of this clause (a)(i) (but subject to compliance with Sections 3.01 and 3.02), at any time during the Certain Funds Period the obligations of the Lenders to make any Advances to enable the Borrower to fund the purchase by Bidco or the Borrower of Target Shares and the repayment of loans under the Existing Credit Agreement are only subject to the condition that, at the time of the making of such materiality qualifier shall not be applicable to any representations Advances, the Relevant Representations and warranties that already Warranties are qualified or modified by materiality in the text thereof; true and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete correct in all material respects as (for purposes of such datethe immediately preceding proviso and Section 6.02, and no Event each 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 contained in the Loan Documents and any obligation to make delivery of documents hereunder shall be deemed to have been made notwithstanding the fact the Lenders may be required to make Loans during the Certain Funds Period, and any Default or Event of Default that may exist under Section 5 hereof 6.01(b) on the date such Advances are truemade shall not be deemed to have been waived as a result of such Advances); and (ii) no event has occurred and is continuing, accurate and complete in all material respectsor would result from such Borrowing or issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default or an Event of Default; provided, however, that such materiality qualifier shall not be applicable notwithstanding the provisions of this clause (a)(ii) (but subject to compliance with Sections 3.01 and 3.02), at any representations time during the Certain Funds Period, the obligations of the Lenders to make any Advances to enable the Borrower to fund the purchase by Bidco or the Borrower of Target Shares and warranties that already the repayment of loans under the Existing Credit Agreement, are qualified or modified by materiality in subject only to the text thereof; and providedcondition that, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as at the time of the making of such date; (c) in Loan, no Relevant Event of Default has occurred and is continuing or would result after giving effect to 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 hereofLoan.

Conditions Precedent to all Credit Extensions. The obligation Agent and Lenders shall not be required to fund any Loans, increase the Revolver Commitments pursuant to Section 2.1.7 or grant any other accommodation to or for the benefit of each Lender to make each Credit ExtensionBorrowers, including the initial Credit Extension, is subject to unless the following conditions precedentare satisfied: (a) receipt by Collateral Agent No Default or Event of an executed Disbursement Letter in Default shall exist at the form of Exhibit B attached heretotime of, or result from, such funding, increase or grant; (b) the The representations and warranties of each Obligor in Section 5 hereof the Loan Documents shall be true, accurate true and complete in all material respects correct on the date of the Disbursement Letter of, and on the Funding Date of each Credit Extension; providedupon giving effect to, howeversuch funding, that such materiality qualifier shall not be applicable to any increase or grant (except for representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring relate to a specific date shall be true, accurate and complete in all material respects as of such an 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); (c) All conditions precedent 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 Lenderother Loan Document shall be satisfied; (d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental authority or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, this Agreement or any of the extent not delivered at other Loan Documents or the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable to each Lender, and in favor consummation of each Lender according to its Commitment Percentage, with respect to each Credit Extension made by such Lender after the Effective Datetransactions contemplated hereby or thereby; and (e) payment Solely in connection with the first funding of Loans hereunder, (i) Agent shall have received a Borrowing Base Certificate dated as of the date of the proposed funding prepared as of such date or a recent date prior thereto that is acceptable to Agent and (ii) upon giving effect to the initial funding of the Loans, and the payment by Borrowers of all fees and Lenders’ Expenses then due expenses incurred in connection herewith, the repayment of any Debt contemplated to occur on the date of the initial funding and any payables stretched beyond their customary payment practices, Availability shall be at least $17,500,000. Each request (or deemed request) by Borrowers for funding of a Loan, increase to the Revolver Commitments 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, increase or grant. As an additional condition to any funding, increase or grant, Agent shall have received such other information, documents, instruments and agreements as specified it deems appropriate in Section 2.5 hereofconnection therewith. Each representation and warranty contained in this Agreement and the other Loan Documents shall be deemed to be reaffirmed by each Borrower on each day that Borrowers request or are deemed to have requested an extension of credit hereunder, except for changes in the nature of a Borrower’s or, if applicable, any Subsidiary's business or operations that may occur after the date hereof in the Ordinary Course of Business so long as Agent has consented to such changes or such changes are not violative of any provision of this 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, if any, in each case each in form and substance 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 material 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 material respects as of such date; provided, further, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; 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) payment in full of the fees owed to Agent and the Lenders in connection with the making of the applicable Credit Extensions, including pursuant to the Fee Letters; (f) Agent shall be satisfied with the results of any searches conducted under Section 3.5; (g) receipt by Agent of such evidence as Agent shall reasonably 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 (h) as determined 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 hereofChange.

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 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.

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) (i) receipt by Collateral Agent the Lenders of an executed Disbursement Letter in the form of Exhibit B B-1 attached hereto; and (ii) 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 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 in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the such 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; (e) duly executed original Secured Promissory Notes in favor of each Lender; and (f) duly executed original Warrant in favor of each Lender.

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) 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) timely receipt by Collateral the Agent and each Lender of an executed Disbursement Letter Credit Extension Form in the form of Exhibit B attached heretohereto except for Credit Extensions made on the Closing Date; (b) (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; (c) no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension; (d) Agent shall be satisfied with the results of any searches conducted under Section 3.5; (e) 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 (f) 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 Lenders’ 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 Lenders 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 each Lender a Note in the amount of such Lender’s Growth Capital Advance; (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 Lenders of two updated Perfection Certificate(s) executed by Parent (one for each Lender), 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 Lenders; and (e) in such Lender’s sole Lenders’ 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 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) 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: (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, it being acknowledged and agreed by Borrower that Borrower shall deliver to each Lender, in connection with the making of the Term B Loans, 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 of the Term B Loans; 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 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 Bank by one or more specific provisions of this Agreement; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date or time period shall be true, accurate and complete in all material respects as of such datedate or with respect to such time period, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in 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 the Bank by one or more specific provisions of this Agreement; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date or time period shall be true, accurate and complete in all material respects as of such date;date or with respect to such time period; and (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, or any material adverse deviation by Borrower from the Annual Projections most recent business plan of Borrower presented to and accepted by Collateral Agent Bank. If any event, condition, circumstances or other factor (collectively, “Circumstances”) exists or does not exist whose existence or non-existence serves as justification under Section 3.1 or this Section 3.2 for Bank’s refusal to make a requested Credit Extension, the existence or non-existence of such Circumstances shall not in and each Lender; (d) of itself constitute an Event of Default under Section 8 unless it independently constitutes an Event of Default pursuant 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) 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) 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 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) L▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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) 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 LenderL▇▇▇▇▇’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 to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedentfollowing: (a) timely 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 remain true, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (c) 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 most recent 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 DateLenders; 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 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 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, 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; and (f) with respect to the Term B Loans only, in such ▇▇▇▇▇▇’s sole discretion, the [**].

Conditions Precedent to all Credit Extensions. The obligation of each Lender Lenders’ obligations to make each Credit Extension, including the initial Credit ExtensionExtension and the Second Term Loans, is subject to the following conditions precedent: (a) except as otherwise provided in Section 3.5, timely receipt by Collateral Agent of an one or more executed Disbursement Letter in the form of Exhibit B attached heretoPayment/Advance Forms; (b) the representations and warranties of the Credit Parties in Section 5 hereof this Agreement shall be true, accurate 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 the Credit Parties’ representation and warranty on that date that the representations and warranties of the Credit Parties 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 Lenderthe Administrative Agent’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 the Credit Parties from the Annual Projections most recent business plan of Borrower the Credit Parties presented to and accepted by Collateral Agent and each Lender;the Administrative Agent; and (d) to as of the extent not delivered at date of such Credit Extension, no event shall have occurred and be continuing or would result from the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable to each Lender, and in favor consummation of each Lender according to its Commitment Percentage, with respect to each the applicable Credit Extension made by such Lender after the Effective Date; and (e) payment that would constitute an Event of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofDefault hereunder.

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 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 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 DateChange; 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 obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedentfollowing: (a) timely receipt by Collateral Agent of any export purchase order and an executed Disbursement Letter in EXIM Borrowing Base Certificate relating to the form of Exhibit B attached heretorequest; (b) timely receipt of an executed Transaction Report; (c) 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 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 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; (cd) in such LenderBank’s sole discretion, since the date of this EXIM Agreement, 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; (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 DateBank; and (e) payment of the fees EXIM Guaranty shall be in full force and Lenders’ Expenses then due as specified in Section 2.5 hereofeffect.

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 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 each Credit Parties’ 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, 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 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 shall not be obligated to make each any Credit Extension, including the initial Credit Extension, is subject to unless the following conditions precedentprecedent shall have been satisfied in a manner satisfactory to Lender: (ai) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto; (b) the all representations and warranties in Section 5 hereof below shall be true, accurate and complete in all material respects on true 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 to any representations and warranties that already are qualified or modified 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 (ii) no Event of Default shall have or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and be is continuing or will result from the making of any Credit Extension and (iii) there shall not have occurred one or more events, acts, conditions or occurrences of whatever nature, [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. whether singly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, which gives rise to a Material Adverse Effect, and Lender shall have received a certificate from an authorized officer of Borrower confirming the foregoing; and b. redelivery or supplemental delivery of the items set forth in the following sections to the extent circumstances have changed since the initial Credit Extension. Each : Sections 4.1(b) (Secretary’s Certificate), (d) (Collateral Schedules), (f) (financing statements), (g) (certificates of insurance), (h) (lien and other searches), (i) (goodstanding certificates), (j) (landlord consent), (m) (Perfection Certificate) and (n) (other documents and instruments); c. a Note duly executed by Borrower evidencing such 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 dateExtension; (ci) evidence satisfactory to Lender in its sole discretion that Borrower holds clear title to the Eligible Equipment and has paid in full of the purchase price of such Eligible Equipment and the related Soft Costs (as such terms are defined in the Equipment Concentration Rider) in accordance with the provisions of the Equipment Concentration Rider and (ii) certification from a responsible officer of Borrower that such Eligible Equipment is to be used in the ordinary course of Borrower’s business and has been delivered and installed and is fully operable, all to the satisfaction of the Borrower; e. to the extent any portion of the Eligible Equipment consists of fixtures or is intended to become fixtures: (i) Lender shall have received a title search in form and substance and from a title company satisfactory to Lender showing all parties with an interest in all real property to which the fixtures are or are to be attached; (ii) Borrower shall have caused a fixture filing (as defined under Section 9-102 of the applicable Uniform Commercial Code) perfecting Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation security interest in such fixtures and otherwise in form and substance satisfactory to Lender to be filed in the land records of each jurisdiction in such real property is located and (iii) Borrower shall have obtained and delivered to Lender a consent and waiver signed by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each party holding an interest in such real property waiving each such party’s interest in such fixtures, granting the right to Lender to remove such fixtures, and otherwise in form and substance satisfactory to Lender; (d) to the extent not delivered at the Effective Datef. such other documents, duly executed original Secured Promissory Notes and Warrantsagreements, in number, form and content acceptable to each Lender, and in favor of each instruments or information as Lender according to its Commitment Percentage, with respect to each Credit Extension made by such Lender after the Effective Dateshall reasonably request; and (e) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofg. [ * ].

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 subject to Borrower’s representation and warranty on that date that the representations and warranties in Section 5 hereof are true, true and 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 Each Credit Extension, including Extension hereunder on or after the initial Credit Extension, is Closing Date shall be subject to the following conditions precedentprecedent that: (a) receipt by Collateral the Borrower shall have delivered to the Administrative Agent of an executed Disbursement Letter and each Lender a Loan Request for such Loan in the form of Exhibit B attached heretoaccordance with Section 2.02(b); (b) after making the Credit Extensions requested on such Credit Date, the Aggregate Class A1 Loan Amount or the Aggregate Class A2 Loan Amount, as applicable, shall not exceed the Class A1 Maximum Facility Limit or the Class A2 Maximum Facility Limit, respectively, then in effect; (c) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Initial Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Initial Servicer contained in Section 5 hereof shall be true, accurate Sections 6.01 and complete 6.02 are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; (ii) no Unmatured Early Amortization Event, Early Amortization Event, Event of Default or Unmatured Event of Default has occurred and is continuing, and no Unmatured Early Amortization Event, Early Amortization Event, Unmatured Initial Servicer Default, Initial Servicer Default, Event of Default or Unmatured Event of Default would result from such Credit Extension; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension; (iv) no Interest Reserve Account Deficit Amount exists or would exist after giving effect to such Credit Extension and any pro forma interest expense caused by the increase in the principal amount of the Loans; (v) the Revolving Period Termination Date has not occurred; and (d) each Lender Group shall have funded its ratable portion of such Credit Extension by 5:00 p.m (New York City time) on the date of the Disbursement Letter and 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 No advance of a Loan hereunder shall not be applicable to constitute a waiver of any representations and warranties that already are qualified or modified 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) condition 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 obligation to make such an advance unless such waiver is in Section 2.5 hereofwriting and executed by the Required Lenders.