Common use of Conditions Precedent to Borrowings Clause in Contracts

Conditions Precedent to Borrowings. The obligation of the Lenders to make a LIBOR Loan on the occasion of any Borrowing (including on the occasion of the initial Borrowings hereunder on the Effective Date, if any, except for the condition in clause (a) below), is subject to the satisfaction of the following conditions, it being understood that the conditions are included for the exclusive benefit of the Lenders and may be waived in writing in whole or in part by the Lenders at any time: (a) the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such Borrowing, to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; (b) at the time of and immediately after giving effect to such Borrowing, no Default or Event of Default will have occurred and be continuing; (c) the Lenders will have received a Borrowing Request in the manner and within the time period required by Section 2.3; (d) the aggregate outstanding principal amount of all LIBOR Loans, after giving effect to such Borrowing, shall not exceed the Available Amount then in effect; (e) the Borrower shall have paid to the Lenders all expenses payable pursuant to Section 8.3.1 which have accrued to the date of such Borrowing, in each case for which invoices have been presented at least one Business Day prior to the date of such Borrowing; and (f) the proceeds of such Borrowing shall be used solely for a Permitted Use.

Conditions Precedent to Borrowings. The obligation effectiveness of the Lenders to make a LIBOR Commitment of L▇▇▇▇▇, and the funding of the Loan on the occasion of any Borrowing (including on the occasion of the initial Borrowings hereunder on the Effective Closing Date, if any, except for the condition in clause (a) below), is are subject to the satisfaction (or wavier by L▇▇▇▇▇) of the following conditions, it being understood that the conditions are included for the exclusive benefit of the Lenders and may be waived in writing in whole or in part by the Lenders at any timeprecedent: (a) L▇▇▇▇▇’s receipt of (i) executed counterparts of this Agreement, (ii) such certificates of resolutions or other actions, incumbency certificates and/or other certificates of the Borrower as Lender may reasonably require, (iii) certified bylaws and certificate of incorporation for the Borrower, (iv) certificate of good standing of the Borrower in its jurisdiction of organization and (v) the results of searches for any effective UCC financing statements or tax Liens filed against the Borrower or its property, which results shall not show any such Liens (other than Liens approved by Lender); (b) L▇▇▇▇▇’s receipt of (i) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that Lender may deem necessary or desirable in order to perfect the Liens created hereunder, covering the Collateral and (ii) intellectual property security agreements in form appropriate for filing with the United States Patent and Trademark Office, covering the Borrower’s Registered Intellectual Property consisting of patents and trademarks; (c) All expenses required to be paid hereunder and invoiced on or before the Closing Date shall have been paid in full in cash; (d) The representations and warranties of the Borrower contained herein and in the Article IV or any other Credit Documents Loan Document shall be true and correct in all material respects on and as of the date of such BorrowingClosing Date; provided that, to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate refer to an earlier date, in which case such representations and warranties they shall have been be true and correct in all material respects on and as of such earlier date; provided provided, further that, in each caseany representation and warranty that is qualified by a “material” standard, such materiality qualifier a “Material Adverse Effect” standard or similar other standard shall not be applicable to any representations true and warranties that already are qualified or modified by materiality in the text thereof; correct (b) at the time of and immediately after giving effect to any qualification therein) in all respects on such Borrowing, no Default or Event of Default will have occurred and be continuing; (c) the Lenders will have received a Borrowing Request in the manner and within the time period required by Section 2.3; (d) the aggregate outstanding principal amount of all LIBOR Loans, after giving effect to such Borrowing, shall not exceed the Available Amount then in effectrespective dates; (e) No Default shall exist or would result from such proposed borrowing or from the application of the proceeds therefrom; (f) On or before the Closing Date, the Borrower shall have paid to repaid all outstanding Indebtedness under that certain Loan and Security Agreement, dated as of June 15, 2023, by and among the Lenders all expenses payable pursuant to Section 8.3.1 which have accrued to Borrower, the date of such Borrowinglenders party thereto and Avenue Capital Management II, in each case for which invoices have been presented at least one Business Day prior to L.P., as administrative agent and collateral agent (the date of such Borrowing“Closing Date Refinancing”); and (fg) L▇▇▇▇▇’s receipt of executed counterparts of the proceeds Warrants, each duly executed and delivered by the Borrower. The execution of such Borrowing this Agreement by the Borrower shall be used solely for deemed to be a Permitted Userepresentation and warranty that the conditions specified in Article III have been satisfied on and as of Closing Date.