. The obligation of each Lender to make any Loans is subject to the prior satisfaction of the following conditions (unless waived pursuant to [Section 9.12(d)]):

The Facility Agent shall confirm that each of the conditions precedent set out below have been satisfied (such conditions precedent shall be satisfactory to the Facility Agent provided that such satisfaction shall not be unreasonably withheld or delayed), or the Facility Agent (as decided by the Majority Lenders) has otherwise waived the condition. Upon the confirmation of the Facility Agent, each Lender shall make its participation in each Advance through the Facility Agent in accordance with its then-applicable Commitment Percentage pursuant to Clause 8.1 (Making Advances) hereof.

Conditions to Each Party’s Obligations. Unless waived by such Party in writing, each Party’s obligation to consummate the transactions to be performed by them in connection with Closing shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions:

. The obligation of each Lender to make any Loans is subject to the prior satisfaction of the following conditions (unless waived pursuant to [Section 9.12(d)]):

Section # REPRESENTATIONS AND [[Unknown Identifier]]

. The obligation of each Lender to make any Loans is subject to the prior satisfaction of the following conditions (unless waived pursuant to [Section 9.11(c)]):

Conditions Precedent to Initial Advance. The obligation of Lender to fund the initial Advance is subject to the fulfillment, to the satisfaction of Lender in its sole discretion, of each of the following conditions:

Agreement to Advance Expenses; Conditions. The Company shall pay to Indemnitee, all Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding or any claim, issue or matter involved in any Proceeding, including, without limitation, a Proceeding by or in the right of the Company and a Proceeding to enforce indemnification and advancement rights under this Agreement, in advance of the final disposition of such Proceeding or such claim, issue or matter, if Indemnitee furnishes the Company with a written undertaking to repay the amount of such Expenses advanced to Indemnitee if it is finally determined by a court of competent jurisdiction evidenced by a final non-appealable order that Indemnitee is not entitled, under Section 3 of this Agreement or otherwise, to indemnification with respect to such Expenses. To the fullest extent permitted by applicable law, such undertaking shall be accepted by the Company without reference to the financial ability of Indemnitee to make repayment, and shall in no event be required to be secured.

The obligation of each Lender, to fund the single Advance on the Closing Date requested to be made by the Borrower shall be subject to the prior or concurrent satisfaction or waiver of only the conditions precedent set forth in this Section 7.01 (the making of such Advance by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent):

Minimum Amount of Each Advance. Each Advance (other than an Advance to repay Swing Line Loans or a Reimbursement Obligation) shall be in the minimum amount of