Common use of Approved AR Loan Facility Clause in Contracts

Approved AR Loan Facility. Agent and Lenders acknowledge that Borrower may in the future seek a revolving loan facility to be secured by a first lien security interest in Borrower’s Inventory and accounts receivable generated by product sales in the normal course of business; provided that (a) any such loan facility will be (i)(x) in a maximum principal amount of $8,000,000, (y) subject to an advance rate of no greater than eighty-five percent (85%) in respect of such accounts receivable and Inventory, in each case unless otherwise agreed to in writing by Agent in its sole discretion, and (ii) subject to an intercreditor agreement acceptable to Agent in its commercially-reasonable discretion, and (b) the material terms and conditions of such revolving loan facility shall be acceptable to Agent in its commercially-reasonable discretion (such revolving loan facility, together with any replacement revolving loan facility as approved by Agent that is subject to an Intercreditor Agreement, collectively an “Approved AR Loan Facility”). So long as no Default or Event of Default has occurred and is continuing, Agent and Borrower agree to work together in good faith, and at Borrower’s sole cost and expense, to negotiate and enter into such amendments to this Agreement and such other Loan Documents as may be necessary to permit such Debt owing under any Approved AR Loan Facility, to release and/or subordinate such Liens as may be necessary to effectuate any such Approved AR Loan Facility, and to enter into such third party documents as may be reasonably requested by B▇▇▇▇▇▇▇ and/or the revolving loan lender under any such Approved AR Loan Facility.

Approved AR Loan Facility. Agent and Lenders acknowledge that Borrower may in the future seek is seeking a revolving loan facility to be secured by a first lien security interest in Borrower’s Inventory accounts receivables and accounts receivable generated by product sales inventory and a second lien security interest in the normal course of business; provided that (a) any such all other Collateral, which loan facility will be (i)(x) in a maximum principal amount of $8,000,000, (y) 5,000,000 and subject to an advance rate of no greater than eightyseventy-five percent (8575%) in respect of such accounts receivable receivables and Inventoryfifty percent (50%) in respect of inventory, in each case unless otherwise agreed to in writing by Agent in its sole discretion, and (ii) subject to an intercreditor agreement acceptable to Agent in its commercially-reasonable discretion, and (b) the material terms and conditions of such revolving loan facility shall be acceptable to Agent in its commercially-reasonable discretion (such revolving loan facility, together with any replacement revolving loan facility as approved by Agent that is subject to an Intercreditor Agreement, collectively an Agreement (or any replacement intercreditor or subordination agreement in form and substance acceptable to Agent in its sole discretion) the “Approved AR Loan Facility”). So long as no Default or Event of Default has occurred and is continuing, Agent and Borrower agree to work together in good faith, and at Borrower’s sole cost and expense, to negotiate and enter into such amendments to this Agreement and such other Loan Documents as may be necessary to permit such Debt owing under any Approved AR Loan Facilityindebtedness, to release and/or subordinate such Liens liens as may be necessary to effectuate any such Approved AR Loan Facilityrevolving loan facility, and to enter into such third party documents as may be reasonably requested by B▇▇▇▇▇▇▇ Borrower and/or the such revolving loan lender under any lender. Notwithstanding anything set forth herein to the contrary, the material terms and conditions of such Approved AR Loan Facilityrevolving loan facility shall be reasonably acceptable to Agent, and, Agent’s approval of such revolving loan facility shall be subject to, among other things as may be reasonably required by Agent, Agent’s receipt of a fully-executed intercreditor agreement in form and substance reasonably acceptable to Agent.

Approved AR Loan Facility. Agent and Lenders acknowledge that Borrower may in the future seek a revolving loan facility to be secured by a first lien security interest in Borrower’s Inventory and accounts receivable generated by product sales in the normal course of business; provided that (a) any such loan facility will be (i)(x) in a maximum principal amount of $8,000,0001,500,000, (y) subject to an advance rate of no greater than eighty-five seventy percent (8570.0%) in respect of such accounts receivable and Inventory, in each case unless otherwise agreed to in writing by Agent in its sole discretion, and (ii) subject to an intercreditor agreement acceptable to Agent in its commercially-reasonable discretion, and (b) the material terms and conditions of such revolving loan facility shall be acceptable to Agent in its commercially-reasonable discretion (such revolving loan facility, together with any replacement revolving loan facility as approved by Agent that is subject to an Intercreditor Agreement, collectively an “Approved AR Loan Facility”). So long as no Default or Event of Default has occurred and is continuing, Agent and Borrower agree to work together in good faith, and at Borrower’s sole cost and expense, to negotiate and enter into such amendments to this Agreement and such other Loan Documents as may be necessary to permit such Debt owing under any Approved AR Loan Facility, to release and/or subordinate such Liens as may be necessary to effectuate any such Approved AR Loan Facility, and to enter into such third party documents as may be reasonably requested by B▇▇▇▇▇▇▇ Borrower and/or the revolving loan lender under any such Approved AR Loan Facility.