provided that none of the following (or the results thereof), either alone or in combination with any other changes, effects, events or occurrences, shall constitute or contribute to a Material Adverse Effect:

“Material Adverse Effect” means a material adverse effect on # the business, assets, operations or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole, # the ability of any Loan Party to perform any of its Obligations, # the Collateral, or the Administrative Agent’s Liens (on behalf of itself and the other Secured Parties) on the Collateral or the priority of such Liens, or # the rights of or benefits available to the Administrative Agent, the Issuing Bank or the Lenders under any of the Loan Documents; provided, however, that the term “Material Adverse Effect” shall not mean # events, changes, facts, conditions, circumstances or occurrences generally affecting the marine industry, but only to the extent that such events, changes, facts, conditions, circumstances or occurrences do not have a materially disproportionate effect on the Borrower and its Subsidiaries as compared to other industry participants, # events, changes, facts, conditions, circumstances or occurrences generally affecting the economy or the debt, credit or securities markets, but only to the extent that such events, changes, facts, conditions, circumstances or occurrences do not have a materially disproportionate effect on the Borrower and its Subsidiaries as compared to other participants in the industry referred to in clause (i) and (iii) events, changes, facts, conditions, circumstances or occurrences resulting from actions taken by the Borrower and its Subsidiaries which the Administrative Agent has expressly requested in writing or to which the Administrative Agent has expressly consented in writing.

Material Contracts. Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Material Agreements. Part A of [Schedule 3.11] is a complete and correct list, as of the Original Effective Date, of each credit agreement, loan agreement, indenture, purchase agreement, guarantee, letter of credit or other arrangement providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment for any extension of credit) to, or guarantee by, the Borrower or any of its Subsidiaries outstanding as of the Original Effective Date, and the aggregate principal or face amount outstanding or that is, or may become, outstanding under each such arrangement is correctly described in Part A of [Schedule 3.11].

There has been no event, occurrence, or fact, or any series of events, occurrences, or facts that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

SECTION # Insurance. The Borrower has delivered or made available to the Administrative Agent lists of all material insurance policies of any nature maintained, as of the Closing Date, for current occurrences by each Loan Party.

means regulatory applications (including the IND and NDA), submissions, notifications, communications, correspondence, registrations (including the NDA Approval) or other filings made to, received from or otherwise conducted with the FDA (including minutes of meetings with the FDA) that are Controlled by [[DURECT:Organization]] and are necessary or reasonably useful to Exploit Licensed Product in the Licensed Territory.

By OpCo if there has been an event, change, occurrence or circumstance that, individually or in the aggregate with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a material adverse effect on the Assets.

Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any Material Adverse Change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.

Schedule #(14) of the Vendor Disclosure Letter sets out a complete list of all Material Contracts in effect on the date of this Agreement that have not been listed on any other Schedule.