Common use of Conditions Precedent to All Credit Events Clause in Contracts

Conditions Precedent to All Credit Events. Each Credit Event shall be subject to the further conditions precedent that (a) Servicer shall have delivered to the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Credit Event as though made on and as of such date (unless such representation or warranty refers to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date), except that the materiality standard in this clause (i) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on the absence of a Material Adverse Effect by its express terms; (ii) no event has occurred and is continuing, or would result from such Credit Event, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Credit Event, that would constitute a Potential Amortization Event; and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been applied to the affected Reinvestment.

Conditions Precedent to All Credit Events. Each In addition to the satisfaction or waiver of the conditions precedent contained in the immediately preceding Section, the obligation of the Lenders to effect any Credit Event shall be is subject to the further conditions precedent that that: (a) Servicer shall have delivered to the Administrative Agent on no Default or prior to the date Event of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event Default shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization requested Credit Event or Potential Amortization Event): would exist immediately after giving effect thereto; provided, however, that a LIBOR Loan may be Converted into a Base Rate Loan notwithstanding the existence of a Default or Event of Default; and (ib) the representations and warranties set forth made or deemed made by the Borrower and each other Loan Party in Section 5.1 are the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as (except in the case of the date of such Credit Event as though made on and as of such date (unless such a representation or warranty refers to an earlier datequalified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the occurrence of the requested Credit Event with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date)) and except for changes in factual circumstances specifically and expressly permitted hereunder. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, except that unless the materiality standard in this clause (i) shall not apply Borrower otherwise notifies the Administrative Agent prior to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on the absence date of a Material Adverse Effect by its express terms; (ii) no event has occurred and is continuing, or would result from such Credit Event, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from as of the date of the occurrence of such Credit Event). In addition, with respect to the making of the Loans on the Effective Date, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders that would all conditions to the making of the Loans contained in this Article V. have been satisfied. Unless set forth in writing to the contrary, the making of its Loan by a Lender on the Effective Date shall constitute a Potential Amortization Event; and (iii) (x) certification by such Lender to the Aggregate Capital plus Administrative Agent and the L/C Undrawn Amount does other Lenders that the conditions precedent for initial Loans set forth in Sections 5.1. and 5.2. that have not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed previously been waived by the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without Lenders in accordance with the requirement that any further action be taken on the part terms of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall this Agreement have been applied to the affected Reinvestmentsatisfied.

Conditions Precedent to All Credit Events. Each The obligation of any Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter of Credit Event shall be on or after the Effective Date is subject to the further conditions precedent that that, on the date such Letter of Credit is issued, amended, renewed or extended: (a) Servicer shall have delivered to the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (i) the The representations and warranties of each Obligor set forth in Section 5.1 are true this Agreement and correct in all material respects on and as of the date of such Credit Event as though made on and as of such date (unless such representation or warranty refers to an earlier date, in which case such representation or warranty other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any such representations and warranties are expressly limited to an earlier date), in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties shall continue to be true and correct in all material respects (except that to the extent qualified by materiality standard or reference to Material Adverse Effect, in this clause which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and the applicable Issuing Bank shall have received (i) shall not apply to any such representation in the case of an issuance, amendment, renewal or warranty that is expressly qualified extension of a Letter of Credit, a Letter of Credit Request as required by a materiality standard or contains any carve-out or exception based Section 3.01(b) by the time and on the absence of a Material Adverse Effect by its express terms; Business Day specified in Section 3.01(b) and (ii) no event has such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and is continuing, be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit Eventis denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that will constitute an Amortization Eventthere shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and no event has occurred generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and is continuingany amendment, renewal, or would result from such Credit Event, that would extension thereof shall constitute a Potential Amortization Event; and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit representation and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that warranty by each Reinvestment shall, unless otherwise directed by the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller Obligors to satisfy any each of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right Lenders that all of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase conditions specified in Section 5.02(a) and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall Section 5.02(c) have been applied to the affected Reinvestmentsatisfied as of that time.

Conditions Precedent to All Credit Events. The obligations of the Lenders to make any Loans, and of the Issuing Banks to issue Letters of Credit, are all subject to the further condition precedent that: (a) no Default or Event of Default shall have occurred and be continuing as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto and no violation of the limits described in Section 2.19 would occur after giving effect thereto; (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; (c) in the case of the borrowing of any Revolving Loans and/or Term Loans, the Administrative Agent shall have received a timely Notice of Borrowing and in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a timely request for the issuance of such Letter of Credit; (d) in the case of the borrowing of any Revolving Loans, no Cash Sweep Period shall then exist; and (e) no Material Adverse Effect shall have occurred or arisen since the Effective Date. Each Credit Event shall be subject constitute a certification by the Borrower to the further conditions precedent that effect set forth in clauses (a), (b) Servicer shall have delivered and (d) of the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan or the issuance of a Letter of Credit, the Borrower shall be deemed to have represented to the Administrative Agent, the applicable Issuing Bank and the Lenders at the time such Loan is made or such Letter of Credit is issued that all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) conditions to the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds occurrence of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Credit Event as though made on and as of such date (unless such representation or warranty refers to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date), except that the materiality standard contained in this clause (i) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on the absence of a Material Adverse Effect by its express terms; (ii) no event has occurred and is continuing, or would result from such Credit Event, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Credit Event, that would constitute a Potential Amortization Event; and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall Article VI have been applied to the affected Reinvestmentsatisfied or waived as permitted hereunder.

Conditions Precedent to All Credit Events. Each Credit Event shall be subject to the further conditions precedent that (a) Servicer shall have delivered to the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Credit Event as though made on and as of such date (unless such representation or warranty refers to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date), except that the materiality standard in this clause (i) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on the absence of a Material Adverse Effect by its express terms; (ii) no event has occurred and is continuing, or would result from such Credit Event, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Credit Event, that would constitute a Potential Amortization Event; and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay to the Administrative Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been applied to the affected Reinvestment.

Conditions Precedent to All Credit Events. Each The obligations of the Lenders to make Revolving Loans and the Term Loans and of any Letter of Credit Event shall be Issuer to issue Letters of Credit are subject to the further conditions condition precedent that that, as of the date of each such Revolving Loan, and Term Loan and Date of Issuance of each such Letter of Credit and after giving effect thereto: (a) Servicer no Default or Event of Default shall have delivered to the Administrative Agent on or prior to the date of such Credit Event, in form occurred and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5be continuing; (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (i) the representations and warranties set forth made or deemed made by the Borrower in Section 5.1 are this Agreement and the other Loan Documents to which it is a party shall be true and correct in all material respects on and as of the date of the making of such Loan or the Date of Issuance of such Letter of Credit Event with the same force and effect as though if made on and as of such date (unless except to the extent that such representation or warranty refers representations and warranties expressly relate solely to an earlier date, date (in which case such representation or warranty representations and warranties shall be have been true and correct in all material respects accurate on and as of such earlier date), except that the materiality standard in this clause ; (ic) shall not apply to any such representation no event or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on the absence of condition having a Material Adverse Effect by its express terms; (ii) no event with respect to the Borrower has occurred since the Effective Date and (d) the Borrower is continuingin compliance with the Borrowing Base requirements. Each Notice of Borrowing, Continuation or would result from such Credit Event, that will constitute an Amortization EventConversion, and no event has occurred Request for Letter of Credit delivered by the Borrower hereunder and is continuing, each borrowing of Loans or would result from such issuance of a Letter of Credit Event, that would shall constitute a Potential Amortization Event; certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of such Notice of Borrowing, Continuation or Conversion or Request for Letter of Credit and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless the Borrower otherwise directed by notifies the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections Agent prior to the Amortization Date that shall have been applied to date of such borrowing or issuance, as of the affected Reinvestmentdate of such borrowing or issuance).

Conditions Precedent to All Credit Events. Each Credit Event shall be In addition to satisfaction or waiver of the conditions precedent contained in Section 6.1., the obligations of the Lenders to make any Loans (including pursuant to Section 2.14.) are subject to the further conditions precedent that that: (a) Servicer shall have delivered to the Administrative Agent on no Default or prior to the date Event of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event Default shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms making of this Section 6.2, no Seller Party shall be deemed to have made a representation the Loans or warranty as to the absence of such Amortization Event or Potential Amortization Event): would exist immediately after giving effect thereto; (ib) the representations and warranties set forth made or deemed made by the Parent, the Borrower and each other Loan Party in Section 5.1 are the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as (except in the case of the date of such Credit Event as though made on and as of such date (unless such a representation or warranty refers to an earlier datequalified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date)) and except for changes in factual circumstances expressly permitted hereunder; and (c) the Administrative Agent shall have received a timely Notice of Term Loan Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, except that unless the materiality standard in this clause (i) shall not apply Borrower otherwise notifies the Administrative Agent prior to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on the absence date of a Material Adverse Effect by its express terms; (ii) no event has occurred and is continuing, or would result from such Credit Event, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from as of the date of the occurrence of such Credit Event). In addition, that would constitute a Potential Amortization Event; and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by Borrower shall be deemed to have represented to the Administrative Agent, occur automatically on each day Agent and the Lenders at the time the Loans are made that Servicer shall receive any Collections without all conditions to the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect making of such ReinvestmentLoans contained in this Article VI. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been applied to the affected Reinvestmentsatisfied.

Conditions Precedent to All Credit Events. Each In addition to the satisfaction or waiver of the conditions precedent contained in the immediately preceding Section, the effectiveness of this Agreement and the obligation of the Lenders to effect any Credit Event shall be is subject to the further conditions precedent that that: (a) Servicer shall have delivered to the Administrative Agent on no Default or prior to the date Event of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event Default shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization requested Credit Event or Potential Amortization Event): would exist immediately after giving effect thereto; provided, however, that a LIBOR Loan may be Converted into a Base Rate Loan notwithstanding the existence of a Default or Event of Default; and (ib) the representations and warranties set forth made or deemed made by the Borrower and each other Loan Party in Section 5.1 are the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as (except in the case of the date of such Credit Event as though made on and as of such date (unless such a representation or warranty refers to an earlier datequalified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the occurrence of the requested Credit Event with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date)) and except for changes in factual circumstances specifically and expressly permitted hereunder. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, except that unless the materiality standard in this clause (i) shall not apply Borrower otherwise notifies the Administrative Agent prior to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on the absence date of a Material Adverse Effect by its express terms; (ii) no event has occurred and is continuing, or would result from such Credit Event, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from as of the date of the occurrence of such Credit Event). Unless set forth in writing to the contrary, that would the making of its Loan by a Lender shall constitute a Potential Amortization Event; and (iii) (x) certification by such Lender to the Aggregate Capital plus Administrative Agent and the L/C Undrawn Amount does other Lenders that the conditions precedent for Loans set forth in Sections 5.1. and 5.2. that have not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed previously been waived by the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without Lenders in accordance with the requirement that any further action be taken on the part terms of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall this Agreement have been applied to the affected Reinvestmentsatisfied.

Conditions Precedent to All Credit Events. Each In addition to satisfaction or waiver of the conditions precedent contained in Section 6.1., the obligations of (i) Lenders to make any Loan and (ii) the Issuing Bank to issue Letters of Credit Event shall be are each subject to the further conditions precedent that that: (a) Servicer shall have delivered to the Administrative Agent on no Default or prior to the date Event of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event Default shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence making of such Amortization Event Loan or Potential Amortization Event): date of issuance of such Letter of Credit or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.13. would occur after giving effect thereto; (ib) the representations and warranties set forth made or deemed made by the Parent, the Borrower and each other Loan Party in Section 5.1 are the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as (except in the case of the date of such Credit Event as though made on and as of such date (unless such a representation or warranty refers to an earlier datequalified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date)) and except for changes in factual circumstances expressly permitted hereunder, except that and (c) in the materiality standard in this clause (i) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on the absence case of a Material Adverse Effect borrowing of Revolving Loans, the Administrative Agent shall have received a timely Notice of Revolving Loans Borrowing, in the case of the borrowing of the Term Loans, the Administrative Agent shall have received a timely Notice of Term Loans Borrowing, and in the case of the issuance of a Letter of Credit the Issuing Bank and the Administrative Agent shall have received a timely request for the issuance of such Letter of Credit. Each Credit Event shall constitute a certification by its express terms; the Borrower to the effect set forth in the preceding sentence (ii) no event has occurred and is continuingboth as of the date of the giving of notice relating to such Credit Event and, or would result from unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from as of the date of the occurrence of such Credit Event). In addition, that would constitute a Potential Amortization Event; and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by Borrower shall be deemed to have represented to the Administrative Agent, occur automatically on each day Agent and the Lenders at the time any Loan is made or any Letter of Credit is issued that Servicer shall receive any Collections without all conditions to the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect making of such ReinvestmentLoan or issuing of such Letter of Credit contained in this Article VI. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been applied to the affected Reinvestmentsatisfied.

Conditions Precedent to All Credit Events. The obligations of the Lenders to make any Loans, and of the Issuing Banks to issue Letters of Credit, are all subject to the further condition precedent that: (a) no Default or Event of Default shall have occurred and be continuing as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto and no violation of the limits described in Section 2.19. would occur after giving effect thereto; (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (c) in the case of the borrowing of any Revolving Loans and/or Term Loans, the Administrative Agent shall have received a timely Notice of Borrowing, in the case of a Swingline Loan, the Swingline Lender shall have received a timely Notice of Swingline Borrowing, and in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a timely request for the issuance of such Letter of Credit. Each Credit Event shall be subject constitute a certification by the Borrower to the further conditions precedent that effect set forth in clauses (a) Servicer shall have delivered and (b) of the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan or the issuance of a Letter of Credit, the Borrower shall be deemed to have represented to the Administrative Agent, the applicable Issuing Bank and the Lenders at the time such Loan is made or such Letter of Credit is issued that all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) conditions to the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds occurrence of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Credit Event as though made on and as of such date (unless such representation or warranty refers to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date), except that the materiality standard contained in this clause (i) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on the absence of a Material Adverse Effect by its express terms; (ii) no event has occurred and is continuing, or would result from such Credit Event, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Credit Event, that would constitute a Potential Amortization Event; and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall Article V. have been applied to the affected Reinvestmentsatisfied or waived as permitted hereunder.

Conditions Precedent to All Credit Events. Each Except with respect to Committed Loans made by the Lenders pursuant to Section 2.05(e), the obligation of the Lenders to make any Loans or to issue or extend any Letter of Credit Event shall be under this Agreement (including any Loan made or Letter of Credit issued on the initial Borrowing Date) is subject to the further conditions precedent that (a) Servicer shall have delivered to the Administrative Agent on or prior to the date of such Credit Event, : (a) The conditions precedent set forth in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; 3.01 shall have theretofore been satisfied; (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (i) the The representations and warranties set forth in (i) Article IV of this Agreement (other than the representation set forth in Section 5.1 4.07), (ii) Article III of the KMEP Guaranty (other than any such representation as to the absence of a material adverse change) and the ETP Guaranty (other than any such representation as to the absence of a material adverse change, in each case, and (iii) an Other Guaranty Agreement (as defined in the Guaranty) shall, in each case, be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties shall be true and correct in all respects) as of, and as if such representations and warranties were made on, the Borrowing Date of the proposed Loan or issuance of the proposed Letter of Credit, as the case may be (unless such representation and warranty expressly relates to an earlier date in which case they are true and correct as of such earlier date), and by the Company’s delivery of a Borrowing Request, the Company and each Guarantor shall be deemed to have certified to the Administrative Agent and the Lenders that such representations and warranties are true and correct in all material respects on (other than those representations and as of the date of such Credit Event as though made on and as of such date (unless such representation or warranty refers warranties that are subject to an earlier datea materiality qualifier, in which case such representation or warranty representations and warranties shall be true and correct in all material respects on and as of such earlier daterespects), except that the materiality standard in this clause (i) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on the absence of a Material Adverse Effect by its express terms; (iic) no event has The Company shall have complied with the provisions of Section 2.03 or Section 2.04, as the case may be; and (d) No Default or Event of Default shall have occurred and is continuing, be continuing or would result from such Credit Event, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such . The acceptance of the benefits of each Credit Event, that would Event shall constitute a Potential Amortization Event; and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit representation and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed warranty by the Administrative Agent, occur automatically on Company to each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any Lenders that all of the foregoing conditions precedent specified in respect this Section 3.02 above exist as of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been applied to the affected Reinvestmenttime.

Conditions Precedent to All Credit Events. Each The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Event shall be subject Issuer to issue Letters of Credit hereunder, is subject, at the further conditions precedent that (a) Servicer shall have delivered to the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date time of each such Credit Event, both before to the satisfaction of the conditions that at the time of each Credit Event and immediately also after giving effect to such Credit Eventthereto, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event a) there shall exist as no Default or Event of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2Default, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (ib) the all representations and warranties set forth contained herein or in Section 5.1 are the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event as though made on (except to the extent that such representations and as of such date (unless such representation or warranty refers warranties expressly relate to an earlier date, in which case such representation or and warranty shall be have been true and correct in all material respects on and respect as of such earlier date), except that ) and (c) unless a Collateral Suspension Period is in effect at the materiality standard in this clause (i) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on the absence time of a Material Adverse Effect by its express terms; (ii) no event has occurred and is continuing, or would result from such Credit Event, that will constitute an Amortization Eventthe Borrower shall have certified compliance on a pro forma basis (after giving effect to (i) the proposed Credit Event and (ii) the addition of Aircraft to, and/or the removal of Aircraft from, the Collateral Pool in accordance with Section 8.10 occurring after the end of the immediately preceding Test Period) with covenant set forth in Section 9.14 (without giving effect to the cure periods in such Sections), and, for purposes of this clause (c), the value of any Aircraft added to the Collateral Pool pursuant to Section 8.10 and not otherwise included in the most recent Aircraft Appraisal delivered to the Administrative Agent pursuant to the terms hereof shall be based on the fair market value of such Aircraft (as reasonably determined in good faith by the Borrower. For the avoidance of doubt, the obligation of the Lenders to make each Loan hereunder, and no event has occurred and is continuingthe obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, or would result from such Credit Event, that would constitute a Potential Amortization Event; and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that shall be subject to satisfaction of each Reinvestment shall, unless otherwise directed by the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent under this Section 6.2 in all circumstances other than (i) as expressly provided in Section 1.2(n) in the case of any Loans made to finance a Limited Condition Acquisition and (ii) Section 2.14(d) with respect to any Limited Condition Transaction funded with the proceeds of such ReinvestmentIncremental Commitments. The failure of Seller to satisfy any acceptance of the foregoing conditions precedent in respect benefits of any Reinvestment each Credit Event shall give rise constitute a representation and warranty by the Borrower to a right each of the Administrative Agent, which right may be exercised at any time on demand Lenders that all of the Administrative Agentapplicable conditions specified in Section 6.1, and/or Section 6.2, as the case may be, exist as of that time. All of the certificates, legal opinions and other documents and papers referred to rescind the related purchase and direct Seller to pay the Purchasers an amount equal in this Section 6, unless otherwise specified, shall be delivered to the Collections prior to Administrative Agent at its Notice Office for the Amortization Date that shall have been applied to benefit of each of the affected ReinvestmentLenders.

Conditions Precedent to All Credit Events. The obligations of the Lenders to make any Loans, and of the Issuing Bank to issue Letters of Credit, are all subject to the further condition precedent that: (a) no Default or Event of Default shall have occurred and be continuing as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto and no violation of the limits described in Section 2.17. would occur after giving effect thereto; (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (c) in the case of the borrowing of Revolving Loans, the Administrative Agent shall have received a timely Notice of Revolving Loan Borrowing, in the case of a Swingline Loan, the Swingline Lender shall have received a timely Notice of Swingline Borrowing, and in the case of the issuance of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a timely request for the issuance of such Letter of Credit. Each Credit Event shall be subject constitute a certification by the Borrower to the further conditions precedent that effect set forth in clauses (a) Servicer shall have delivered and (b) of the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan or the issuance of a Letter of Credit, the Borrower shall be deemed to have represented to the Administrative Agent, the Issuing Bank and the Lenders at the time such Loan is made or such Letter of Credit is issued that all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) conditions to the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds occurrence of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Credit Event as though made on and as of such date (unless such representation or warranty refers to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date), except that the materiality standard contained in this clause (i) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on the absence of a Material Adverse Effect by its express terms; (ii) no event has occurred and is continuing, or would result from such Credit Event, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Credit Event, that would constitute a Potential Amortization Event; and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall Article V. have been applied to the affected Reinvestmentsatisfied or waived as permitted hereunder.

Conditions Precedent to All Credit Events. Each The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Loans required to be made by the Lenders in respect of Unpaid Drawings pursuant to Sections 3.3 and 3.4), and the obligation of any Issuing Bank to issue Letters of Credit Event shall be on any date, is subject to the further satisfaction of the following conditions precedent that precedent: (a) Servicer shall have delivered to At the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date time of each such Credit Event, both before Event and immediately also after giving effect to such Credit Eventthereto, the following statements (a) no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be true continuing and (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (ib) the all representations and warranties set forth made by any Credit Party contained herein or in Section 5.1 are the other Credit Documents shall be true and correct in all material respects on and as of the date of such Credit Event as though made on and as of such date (unless such representation or warranty refers to an earlier date, contains a materiality qualifier in which case such representation or warranty shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on (unless such representation or warranty contains a materiality qualifier in which case such representation or warranty shall be true and correct in all respects) as of such earlier date). (b) Prior to the making of each Loan (other than any Loan made pursuant to Section 3.4(a)), except that the materiality standard Administrative Agent shall have received a Notice of Borrowing (whether in this clause writing or by telephone) meeting the requirements of Section 2.3(a). (c) Prior to the issuance of each Letter of Credit, the Administrative Agent and the applicable Issuing Bank shall have received a Letter of Credit Application meeting the requirements of Section 3.2(a). (d) With respect to the initial Borrowing only, prior to the making of such Loan, the Administrative Agent shall have received from Borrower a certificate executed and delivered by an Authorized Officer, demonstrating that, after giving pro forma effect to such Borrowing, the ratio (expressed as a percentage) of (i) shall not apply Consolidated Total Debt as of such date to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on the absence of a Material Adverse Effect by its express terms; (ii) no event has occurred and Capitalization as of such date, is continuing, less than or would result from such equal to 55%. The acceptance of the benefits of each Credit Event, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Credit Event, that would Event after the Closing Date shall constitute a Potential Amortization Event; and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit representation and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that warranty by each Reinvestment shall, unless otherwise directed by the Administrative Agent, occur automatically on Credit Party to each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing Lenders that all the applicable conditions precedent specified in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall Section 7 above have been applied to the affected Reinvestmentsatisfied as of that time.

Conditions Precedent to All Credit Events. Each The obligation of the Lenders to make any Loan on the occasion of any Borrowing on or after the Effective Date and of any Issuing Bank to issue, amend, renew or extend any Letter of Credit Event shall be on or after the Effective Date is subject to the further conditions precedent that that, on the date such Loan is made or Letter of Credit is issued, amended, renewed or extended: (a) Servicer shall have delivered to the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (i) the The representations and warranties of each Obligor set forth in Section 5.1 are true this Agreement and correct in all material respects on and as of the date of such Credit Event as though made on and as of such date (unless such representation or warranty refers to an earlier date, in which case such representation or warranty other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date), in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except that to the extent qualified by materiality standard or reference to Material Adverse Effect, in this clause which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and, if applicable, the applicable Swingline Lender or the applicable Issuing Bank, shall have received (i) shall not apply to any such representation or warranty that is expressly qualified in the case of a Borrowing, a Borrowing Request by a materiality standard or contains any carve-out or exception based the time and on the absence of a Material Adverse Effect by its express terms; Business Day specified in Section 2.02, (ii) no event has in the case of a Swingline Borrowing, a Swingline Borrowing Request as required by Section 2.03(b) by the time and on the Business Day specified in Section 2.03(b) and (iii) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b). (c) No Default or Event of Default shall have occurred and is continuing, be continuing or would result from such Credit Event, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Credit Event, that would constitute a Potential Amortization Event; and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect making of such Reinvestment. The failure Loan or the issuance, amendment, renewal or extension of Seller to satisfy any such Letter of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been applied to the affected ReinvestmentCredit.

Conditions Precedent to All Credit Events. Each The obligation of the Lenders to make any Loan on the occasion of any Borrowing on or after the date hereof and of any Issuing Bank to issue, amend, renew or extend any Letter of Credit Event shall be on or after the date hereof is subject to the further conditions precedent that that, on the date such Loan is made or Letter of Credit is issued, amended, renewed or extended: (a) Servicer The conditions precedent set forth in Section 5.01 shall have delivered to the Administrative Agent on theretofore been satisfied or prior to the date of such Credit Event, waived in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under accordance with Section 8.5; 11.01. (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (i) the The representations and warranties set forth in Section 5.1 are Article VI and in the other Loan Documents shall be true and correct in all material respects on as of, and as of if such representations and warranties were made on, the date of such Credit Event as though made on and as Borrowing or the date of issuance, amendment, renewal or extension of such date Letter of Credit, as applicable (unless such representation or and warranty refers expressly relates to an earlier date, in which case such representation or and warranty shall continue to be true and correct in all material respects on and as of such earlier date), except and the Obligors shall be deemed to have certified to the Administrative Agent and the Lenders that the materiality standard such representations and warranties are true and correct in this clause all material respects by a Borrower’s delivery of (i) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on in the absence case of a Material Adverse Effect by its express terms; Borrowing, a Borrowing Request or (ii) no event has in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a notice thereof. (c) The Administrative Agent and, if applicable, the applicable Swingline Lender or the applicable Issuing Bank, shall have received (i) in the case of a Borrowing, a Borrowing Request by the time and on the Business Day specified in Section 2.02, (ii) in the case of a Swingline Borrowing, a Swingline Borrowing Request as required by Section 2.03(b) by the time and on the Business Day specified in Section 2.03(b) and (iii) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b). (d) No Default or Event of Default shall have occurred and is continuing, be continuing or would result from such Credit Event, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such . The acceptance of the benefits of each Credit Event, that would Event shall constitute a Potential Amortization Event; and representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in paragraphs (iiib) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (zd) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall this Section 5.02 have been applied to the affected Reinvestmentsatisfied as of that time.

Conditions Precedent to All Credit Events. Each The obligation of the Lenders to make any Loan on the occasion of any Borrowing on or after the Effective Date and of any Issuing Bank to issue, amend, renew or extend any Letter of Credit Event shall be on or after the Effective Date is subject to the further conditions precedent that that, on the date such Loan is made or Letter of Credit is issued, amended, renewed or extended: (a) Servicer shall have delivered to the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (i) the The representations and warranties of each Obligor set forth in Section 5.1 are true this Agreement and correct in all material respects on and as of the date of such Credit Event as though made on and as of such date (unless such representation or warranty refers to an earlier date, in which case such representation or warranty other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date), in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except that to the extent qualified by materiality standard or reference to Material Adverse Effect, in this clause which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and, if applicable, the applicable Swingline Lender or the applicable Issuing Bank, shall have received (i) shall not apply to any such representation or warranty that is expressly qualified in the case of a Borrowing, a Borrowing Request by a materiality standard or contains any carve-out or exception based the time and on the absence of a Material Adverse Effect by its express terms; Business Day specified in Section 2.02, (ii) no event has in the case of a Swingline Borrowing, a Swingline Borrowing Request as required by Section 2.03(b) by the time and on the Business Day specified in Section 2.03(b) and (iii) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b). (c) No Default or Event of Default shall have occurred and is continuing, be continuing or would result from the making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit. The acceptance of the benefits of each Credit Event, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Credit Event, that would Event shall constitute a Potential Amortization Event; and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit representation and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that warranty by each Reinvestment shall, unless otherwise directed by the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller Obligors to satisfy any each of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right Lenders that all of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase conditions specified in Section 5.02(a) and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall 5.02(c) have been applied to the affected Reinvestmentsatisfied as of that time.

Conditions Precedent to All Credit Events. Each The obligation of the Lenders to make any Loan on the occasion of any Borrowing on or after the date hereof and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Event shall be on or after the date hereof is subject to the further conditions precedent that that, on the date such Loan is made or Letter of Credit is issued, amended, renewed or extended: (a) Servicer The conditions precedent set forth in Section 5.01 shall have delivered to the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; theretofore been satisfied. (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (i) the The representations and warranties set forth in Section 5.1 are Article VI and in the other Loan Documents shall be true and correct in all material respects on as of, and as of if such representations and warranties were made on, the date of such Credit Event as though made on and as Borrowing or the date of issuance, amendment, renewal or extension of such date Letter of Credit, as applicable (unless such representation or and warranty refers expressly relates to an earlier date, in which case such representation or and warranty shall continue to be true and correct as of such earlier date), and the Obligors shall be deemed to have certified to the Administrative Agent and the Lenders that such representations and warranties are true and correct in all material respects on and as by a Borrower’s delivery of such earlier date), except that the materiality standard in this clause (i) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on in the absence case of a Material Adverse Effect by its express terms; Borrowing, a Borrowing Request or (ii) no event has occurred in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a notice thereof. (c) The Administrative Agent shall have received (i) in the case of a Borrowing, a duly executed Borrowing Request by the time and is continuing, or would result from such Credit Event, that will constitute an Amortization Eventon the Business Day specified under Section 2.02, and no event has occurred and (ii) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a notice thereof as required by Section 3.01(b) not later than 11:00 a.m., New York City time, three Business Days before the date such Letter of Credit is continuingto be issued, amended, renewed or would result from such Credit Event, that would constitute a Potential Amortization Event; and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been applied to the affected Reinvestmentextended.

Conditions Precedent to All Credit Events. Each Except with respect to Revolving Credit Event shall be Loans made by the Lenders pursuant to Section 2.05(h), the obligation of the Lenders to make any Loans or to issue or extend any Letter of Credit under this Agreement (including any Loan made or Letter of Credit issued (including for the purpose of the Existing Letters of Credit) on the initial Borrowing Date) is subject to the further conditions precedent that (a) Servicer shall have delivered to the Administrative Agent on or prior to the date of such Credit Event, : (a) the conditions precedent set forth in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; 3.01 shall have theretofore been satisfied; (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (i) the representations and warranties set forth in Article IV (other than, on the Closing Date only, the representation set forth in Section 5.1 are true 4.07(b)) and correct in all material respects on and as of the date of such Credit Event as though made on and as of such date (unless such representation or warranty refers to an earlier date, in which case such representation or warranty other Loan Documents shall be true and correct in all material respects on as of, and as if such representations and warranties were made on, the Borrowing Date of the proposed Loan or Letter of Credit, as the case may be (unless such representation and warranty expressly relates to an earlier datedate and except if such representation and warranty was qualified by materiality in Article IV, in which case such representation and warranty shall be true and correct in all respects after giving effect to such qualification as set forth in Article IV), except that and by the materiality standard in this clause (i) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on the absence Borrower’s delivery of a Material Adverse Effect by its express termsBorrowing Request, the Borrower shall be deemed to have certified to the Administrative Agent and the Lenders that such representations and warranties are true and correct in all material respects; (iic) no event has Default or Event of Default shall have occurred and is continuing, be continuing or would result from such Credit Event, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Credit Event, that would constitute a Potential Amortization Event; and (iiid) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that Borrowing Request shall have been applied delivered in accordance with the terms of Section 2.03. The acceptance of the benefits of each Credit Event shall constitute a representation and warranty by the Borrower to each of the affected ReinvestmentLenders and Issuing Banks that all of the conditions specified in this Section 3.02 above exist as of that time.

Conditions Precedent to All Credit Events. Each The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Loans required to be made by the Lenders in respect of Unpaid Drawings pursuant to Sections 3.3 and 3.4), and the obligation of any Issuing Bank to issue Letters of Credit Event shall be on any date, is subject to the further satisfaction of the following conditions precedent that precedent: (a) Servicer shall have delivered to At the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date time of each such Credit Event, both before Event and immediately also after giving effect to such Credit Eventthereto, the following statements (a) no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be true continuing and (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (ib) the all representations and warranties set forth made by any Credit Party contained herein or in Section 5.1 are the other Credit Documents shall be true and correct in all material respects on and as of the date of such Credit Event as though made on and as of such date (unless such representation or warranty refers to an earlier date, contains a materiality qualifier in which case such representation or warranty shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on (unless such representation or warranty contains a materiality qualifier in which case such representation or warranty shall be true and correct in all respects) as of such earlier date). (b) other than with respect to the Closing Date Loans, except that the materiality standard in this clause (i) such Loan, together with all other Loans advanced within a 30-consecutive day period ending on the day of such Loan, after giving effect to the requested Loan and such other Loans and the application of the proceeds thereof, shall not apply to any such representation or warranty that is expressly qualified increase the Consolidated Cash Balance by a materiality standard or contains any carve-out or exception based on the absence of a Material Adverse Effect by its express terms; more than $40,000,000 collectively, and (ii) no event has occurred Borrower must be in compliance, both before and is continuing, or would result from after giving effect to such Credit EventEvent on a pro forma basis, that will constitute an Amortization Event, with Section 9.18 and no event has occurred Section 10.9 (and is continuing, or would result from such Credit Event, that would constitute a Potential Amortization Event; and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed if required by the Administrative Agent, occur automatically on shall certify as to such compliance either in a certificate of an Authorized Officer or in the applicable Notice of Borrowing). (c) Prior to the making of each day that Servicer Loan (other than any Loan made pursuant to Section 3.4(a)), the Administrative Agent shall receive any Collections without have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirement that any further action be taken on requirements of Section 2.3(a). (d) Prior to the part issuance of any Person each Letter of Credit, the Administrative Agent and notwithstanding the failure applicable Issuing Bank shall have received a Letter of Seller to satisfy any Credit Application meeting the requirements of Section 3.2(a). The acceptance of the foregoing conditions precedent in respect benefits of such Reinvestment. The failure of Seller each Credit Event after the Closing Date shall constitute a representation and warranty by each Credit Party to satisfy any each of the foregoing Lenders that all the applicable conditions precedent specified in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall Section 7 above have been applied to the affected Reinvestmentsatisfied as of that time.

Conditions Precedent to All Credit Events. Each Credit Event shall The agreement of each Lender to make any Loan requested to be made by it on or after the Closing Date is subject to the further satisfaction of the following conditions precedent that precedent: (a) Servicer shall have delivered to At the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date time of each such Credit Event, both before Event and immediately also after giving effect to such Credit Eventthereto, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (i) the no Default or Event of Default shall have occurred and be continuing and (ii) all representations and warranties set forth made by any Credit Party contained herein or in Section 5.1 are the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event as though made on (except where such representations and as of such date (unless such representation or warranty refers warranties expressly relate to an earlier date, in which case such representation or warranty representations and warranties shall be have been true and correct in all material respects on and as of such earlier datedate and except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates). (b) At least fifteen (15) days prior to the making of each Loan (or such later time as agreed to by the Administrative Agent in accordance with Section 2.3(a)), except that the materiality standard Administrative Agent shall have received a Notice of Borrowing (whether in this clause writing or by telephone) meeting the requirements of Section 2.3(a). (c) At the time of each such Credit Event and after giving effect thereto: (i) The Administrative Agent and the Lenders shall be satisfied that the PV-9 Amount shall not apply be less than $900,000,000 (based upon the most recent Reserve Report delivered to any the Administrative Agent in accordance with Section 9.14 (or, if no such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on Reserve Report has been delivered, the absence of a Material Adverse Effect by its express termsClosing Date Reserve Report)); (ii) no event has occurred the Collateral Coverage Condition shall be satisfied; (iii) the Available Commitment (as defined in the First Lien Credit Agreement as in effect on the Closing Date) shall be equal to or less than $5,000,000; (iv) the aggregate amount of Unrestricted Cash of the Borrower and is continuing, or would result from the Restricted Subsidiaries on such date shall be less than $50,000,000; (v) the Loans to be made on the applicable date of such Credit EventEvent shall constitute (A) Indebtedness (as defined in the First Lien Credit Agreement) that is permitted pursuant to Section 6.01 of the First Lien Credit Agreement or with respect to any Permitted Refinancing thereof, Indebtedness that will constitute an Amortization Eventis permitted thereunder) and (B) Indebtedness (as defined in each of the 2017 Indenture and the 2018 Indenture) that is permitted pursuant to each of the 2017 Indenture and the 2018 Indenture; (vi) the Leverage Ratio, and no event has occurred and is continuingcalculated on a Pro Forma Basis for the applicable Credit Event but without netting the cash proceeds thereof (for the purposes of determining Unrestricted Cash), or would result from such Credit Event, that would constitute a Potential Amortization Eventshall not be greater than 3.25:1.00; and (iiivii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that no Material Litigation Event shall have been applied to the affected Reinvestmentoccurred and be continuing.

Conditions Precedent to All Credit Events. Each Subject to Section 3.01(c), the obligation of any Lender to make or participate in any Extensions of Credit Event shall be and/or any Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter of Credit on or after the Effective Date is subject to the further conditions precedent that (a) Servicer shall have delivered to the Administrative Agent on or prior to the date of such Credit Eventthat, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Eventthe relevant borrowing or issuance, both before and immediately after giving effect to such Credit Eventamendment, the following statements shall be true (and acceptance of the proceeds renewal or extension of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as Letter of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event):Credit: (ia) the The representations and warranties of each Obligor set forth in Section 5.1 are true this Agreement and correct in all material respects on and as of the date of such Credit Event as though made on and as of such date (unless such representation or warranty refers to an earlier date, in which case such representation or warranty other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date such Extension of Credit or issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any such representations and warranties are expressly limited to an earlier date), in which case, on and as of the date of such Extension of Credit or issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties shall continue to be true and correct in all material respects (except that to the extent qualified by materiality standard or reference to Material Adverse Effect, in this clause which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (i) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on In the absence case of a Material Adverse Effect by its express terms; borrowing of Loans, the Administrative Agent shall have received a Notice of Borrowing and (ii) no event with respect to any Letter of Credit, the Administrative Agent and the applicable Issuing Bank shall have received (A) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (B) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After giving effect to such borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Total Credit Exposure shall not exceed the Aggregate Commitments, the Total LC Exposure with respect to Performance Letters of Credit shall not exceed the total Performance LC Commitments and the Revolving Credit Outstandings shall not exceed (i) $250,000,000 or (ii) following the date that is three (3) Business Days after the date on which the Administrative Agent receives notice pursuant to Section 8.01(k) that the aggregate outstanding principal amount of Senior Secured Notes has been reduced to less than or equal to $200,000,000, the Total Revolving Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 4.11 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and is continuing, be continuing or would result from such Credit Eventborrowing or the issuance, that will constitute an Amortization Eventamendment, and no event has occurred and is continuing, renewal or would result from extension of such Credit Event, that would constitute a Potential Amortization Event; andLetter of Credit. (iiif) (x) In the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limitcase of any Loan or Letter of Credit to be denominated in an Alternative Currency, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrative AgentAgent and/or applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, occur automatically on each day that Servicer shall receive any Collections without political or economic conditions or currency exchange rates or exchange controls which, in the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right opinion of the Administrative AgentAgent or such applicable Issuing Bank, which right may would make it impractical for such Loans and/or Letter of Credit to be exercised at any time on demand denominated in the relevant Alternative Currency. The acceptance of the Administrative Agentbenefits of each Loan and/or Letter of Credit and any amendment, renewal, or extension of any Letter of Credit shall constitute a representation and warranty by each of the Obligors to rescind each of the related purchase Lenders that all of the conditions specified in Section 6.02(a), Section 6.02(c) and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall Section 6.02(e) have been applied to the affected Reinvestmentsatisfied as of that time.

Conditions Precedent to All Credit Events. Each Credit Event shall be The obligations of the Lenders to make any Loans, and of the Issuing Banks to issue Letters of Credit, are all subject to the further conditions condition precedent that that: (a) Servicer no Default or Event of Default shall have delivered to the Administrative Agent on or prior to the date of such Credit Event, in form occurred and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist continuing as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence making of such Amortization Event Loan or Potential Amortization Event):date of issuance of such Letter of Credit or would exist immediately after giving effect thereto and no violation of the limits described in Section 2.19 would occur after giving effect thereto; (ib) the representations and warranties set forth made or deemed made by the Borrower and each other Loan Party in Section 5.1 are the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of the making of such Loan or date of issuance of such Letter of Credit Event with the same force and effect as though if made on and as of such date (unless except to the extent that such representation or warranty refers representations and warranties expressly relate solely to an earlier date, date (in which case such representation or warranty representations and warranties shall be have been true and correct in all material respects on and as of such earlier date), ) and except that for changes in factual circumstances not prohibited under the materiality standard in this clause (i) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on the absence of a Material Adverse Effect by its express termsLoan Documents; (iic) in the case of the borrowing of any Revolving Loans and/or Term Loans, the Administrative Agent shall have received a timely Notice of Borrowing and in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a timely request for the issuance of such Letter of Credit; (d) in the case of the borrowing of any Revolving Loans, no event has occurred and is continuing, or would result from such Credit Event, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Credit Event, that would constitute a Potential Amortization EventCash Sweep Period shall then exist; and (iiie) no Material Adverse Effect shall have occurred or arisen since the Effective Date.; (xf) in the Aggregate Capital plus case of the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part borrowing of any Person and notwithstanding Revolving Loans, the failure proceeds of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment which shall give rise to a right of the Administrative Agentbe used, which right may be exercised at any time on demand of the Administrative Agentdirectly or indirectly, to rescind consummate the related purchase and direct Seller to pay Specified Property Acquisition, the Purchasers an amount equal to the Collections prior to the Amortization Date that Specified Property Conditions shall have been applied satisfied; and (g) in the case of the borrowing of any Revolving Loans, the proceeds of which shall be used, directly or indirectly, to consummate the affected ReinvestmentDartmouth Mall Refinancing, the Dartmouth Mall Conditions shall have been satisfied.

Conditions Precedent to All Credit Events. Each The obligation of ----------------------------------------- the Banks to make any Advance, of the Issuing Bank to issue any Letter of Credit, or to continue or convert any Advance as or into a Eurodollar Rate Advance, including, without limitation, the initial Advance and Letters of Credit Event shall be issued hereunder, is subject to the further conditions precedent that (a) Servicer shall have delivered to the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event):: (ia) the The representations and warranties set forth in Section 5.1 Article V shall be --------- true and correct in all material respects as of, and as if such representations and warranties were made on, the date of the proposed Advance, issuance of a Letter of Credit or continuance or conversion (unless such representation and warranty expressly relates to an earlier date or is no longer true and correct solely as a result of transactions permitted by the Loan Documents), and the Company shall be deemed to have certified to the Administrative Agent and the Banks that such representations and warranties are true and correct in all material respects on and as by submitting a Notice of the date Advance, a Letter of such Credit Event as though made on and as Request or a Notice of such date (unless such representation or warranty refers to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date), except that the materiality standard in this clause (i) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on the absence of a Material Adverse Effect by its express terms;Conversion. (iib) no event has The Company shall have complied with the provisions of Section 2.03, ------------ 2.05 or 3.02 hereof. ---- ---- (c) No Default or Event of Default hereunder or under the BOSC Senior Notes Indenture shall have occurred and is continuing, be continuing or would result from such Credit Event, that will constitute an Amortization Event, . (d) No Material Adverse Effect shall have occurred in the consolidated financial condition of the Company and no event has occurred its consolidated Subsidiaries since the delivery of the most recent financial statements delivered pursuant to Section 6.01(b). --------------- (e) the Administrative Agent shall have received the most recent unqualified report and is continuingopinion on the Company's financial statements issued by KPMG LLP, or would result from other independent certified public accountant of recognized national standing. (f) Except for any Foreign Subsidiaries, all Persons that have become Subsidiaries subsequent to the Execution Date shall have executed and delivered to the Administrative Agent an Adoption Agreement to the extent required at the time of such Credit Event, that would Event pursuant to Section 6.09. ------------ The acceptance of the benefits of each such Credit Event shall constitute a Potential Amortization Event; and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit representation and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed warranty by the Company to the Administrative Agent, occur automatically on Agent and each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any Banks that all of the foregoing conditions precedent specified in respect this Section above exist as of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been applied to the affected Reinvestmenttime.

Conditions Precedent to All Credit Events. Each The obligation of the Lenders to make any Loan on the occasion of any Borrowing on or after the date hereof and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Event shall be on or after the date hereof is subject to the further conditions precedent that that, on the date such Loan is made or Letter of Credit is issued, amended, renewed or extended: (a) Servicer The conditions precedent set forth in Section 5.01 shall have delivered to the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; theretofore been satisfied. (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (i) the The representations and warranties set forth in Section 5.1 are Article VI and in the other Loan Documents shall be true and correct in all material respects on as of, and as of if such representations and warranties were made on, the date of such Credit Event as though made on and as Borrowing or the date of issuance, amendment, renewal or extension of such date Letter of Credit, as applicable (unless such representation or and warranty refers expressly relates to an earlier date, in which case such representation or and warranty shall continue to be true and correct as of such earlier date), and the Obligors shall be deemed to have certified to the Administrative Agent and the Lenders that such representations and warranties are true and correct in all material respects on and as by a Borrower’s delivery of such earlier date), except that the materiality standard in this clause (i) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on in the absence case of a Material Adverse Effect by its express terms; Borrowing, a Borrowing Request or (ii) no event has in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request. (c) The Administrative Agent shall have received (i) in the case of a Borrowing, a duly executed Borrowing Request by the time and on the Business Day specified under Section 2.02, and (ii) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a duly executed Letter of Credit Request as required by Section 3.01(b) not later than 11:00 a.m., New York City time, three Business Days before the date such Letter of Credit is to be issued, amended, renewed or extended. (d) No Default or Event of Default shall have occurred and is continuing, be continuing or would result from such Credit Event. (e) The Administrative Agent and the Lenders shall have received such other approvals, that will constitute an Amortization Event, and no event has occurred and is continuing, opinions or would result from such documents as the Administrative Agent or the Required Lenders may reasonably request. The acceptance of the benefits of each Credit Event, that would Event shall constitute a Potential Amortization Event; and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit representation and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that warranty by each Reinvestment shall, unless otherwise directed by the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller Obligors to satisfy any each of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right Lenders that all of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall conditions specified in this Section 5.02 above have been applied to the affected Reinvestmentsatisfied as of that time.

Conditions Precedent to All Credit Events. Each In addition to the satisfaction or waiver of the conditions precedent contained in the immediately preceding Section, the effectiveness of this Agreement and the obligation of the Lenders to effect any Credit Event shall be is subject to the further conditions precedent that that: (a) Servicer shall have delivered to the Administrative Agent on no Default or prior to the date Event of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event Default shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization requested Credit Event or Potential Amortization Event): would exist immediately after giving effect thereto; provided, however, that a LIBOR Loan may be Converted into a Base Rate Loan notwithstanding the existence of a Default or Event of Default; and (ib) the representations and warranties set forth made or deemed made by the Borrower and each other Loan Party in Section 5.1 are the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as (except in the case of the date of such Credit Event as though made on and as of such date (unless such a representation or warranty refers to an earlier datequalified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the occurrence of the requested Credit Event with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), ) and except that for changes in factual circumstances specifically and expressly permitted hereunder. ; (c) in the materiality standard in this clause (i) shall not apply to case of any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based Credit Event occurring during the period commencing on the absence date immediately following the Amendment Period Expiration Date and ending on the Post-Amendment Period Compliance Date, the Borrower shall have delivered to the Administrative Agent evidence of a Material Adverse Effect by its express terms; the Borrower’s compliance with the financial covenants set forth in Sections 9.1 (iieach as adjusted pursuant to the last paragraph of Section 9.1) no event has occurred using pro forma projections based upon results through the most recently ended period for which such financial information is available to the Borrower, (d) in the case of any Credit Event occurring during the Amendment Period and is continuingcontinuing thereafter until the Post-Amendment Period Compliance Date, or would result from upon giving effect to such Credit Event, that will constitute an Amortization Eventthe Borrower shall be in compliance with the Amendment Period Incurrence Conditions, and no event has occurred and is continuing(e) in the case of any Credit Event occurring on or after May 29, or would result from 2021, the Initial Mortgage Collateral Requirement shall have been satisfied. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, that would as of the date of the occurrence of such Credit Event). Each Credit Event shall constitute a Potential Amortization Event; certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless the Borrower otherwise directed by notifies the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections Agent prior to the Amortization Date date of such Credit Event, as of the date of the occurrence of such Credit Event). Unless set forth in writing to the contrary, the making of its Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that shall the conditions precedent for Loans set forth in Sections 5.1. and 5.2. that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been applied to the affected Reinvestmentsatisfied.

Conditions Precedent to All Credit Events. Each In addition to satisfaction or waiver of the conditions precedent contained in Section 6.1., the obligations of (i) Lenders to make any Loan and (ii) the Issuing Bank to issue Letters of Credit Event shall be are each subject to the further conditions precedent that that: (a) Servicer shall have delivered to the Administrative Agent on no Default or prior to the date Event of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event Default shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence making of such Amortization Event Loan or Potential Amortization Event): date of issuance of such Letter of Credit or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.15. would occur after giving effect thereto; (ib) the representations and warranties set forth made or deemed made by the Parent, the Borrower and each other Loan Party in Section 5.1 are the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as (except in the case of the date of such Credit Event as though made on and as of such date (unless such a representation or warranty refers to an earlier datequalified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date)) and except for changes in factual circumstances expressly permitted hereunder, except that and (c) in the materiality standard in this clause (i) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on the absence case of a Material Adverse Effect borrowing of Revolving Loans, the Administrative Agent shall have received a timely Notice of Revolving Loans Borrowing, in the case of a Swingline Loan, the Swingline Lender shall have received a timely Notice of Swingline Borrowing, in the case of the borrowing of Term Loans, the Administrative Agent shall have received a timely Notice of Term Loans Borrowing, and in the case of the issuance of a Letter of Credit the Issuing Bank and the Administrative Agent shall have received a timely request for the issuance of such Letter of Credit. Each Credit Event shall constitute a certification by its express terms; the Borrower to the effect set forth in the preceding sentence (ii) no event has occurred and is continuingboth as of the date of the giving of notice relating to such Credit Event and, or would result from unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from as of the date of the occurrence of such Credit Event). In addition, that would constitute a Potential Amortization Event; and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by Borrower shall be deemed to have represented to the Administrative Agent, occur automatically on each day the Issuing Bank and the Lenders at the time any Loan is made or any Letter of Credit is issued that Servicer shall receive any Collections without all conditions to the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect making of such ReinvestmentLoan or issuing of such Letter of Credit contained in this Article VI. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been applied to the affected Reinvestmentsatisfied.

Conditions Precedent to All Credit Events. Each The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Loans required to be made by the Lenders in respect of Unpaid Drawings pursuant to Sections 3.3 and 3.4), and the obligation of any Issuing Bank to issue Letters of Credit Event shall be on any date, is subject to the further satisfaction of the following conditions precedent that precedent: (a) Servicer shall have delivered to At the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date time of each such Credit Event, both before Event and immediately also after giving effect to such Credit Eventthereto, the following statements (a) no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be true continuing and (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (ib) the all representations and warranties set forth made by any Credit Party contained herein or in Section 5.1 are the other Credit Documents shall be true and correct in all material respects on and as of the date of such Credit Event as though made on and as of such date (unless such representation or warranty refers to an earlier date, contains a materiality qualifier in which case such representation or warranty shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on (unless such representation or warranty contains a materiality qualifier in which case such representation or warranty shall be true and correct in all respects) as of such earlier date). (b) other than with respect to the Closing Date Loans, except that the materiality standard in this clause (i) shall (A) Consolidated Cash Balance as of the day of the Notice of Borrowing and (B) the pro forma Consolidated Cash Balance as of the end of the fifth Business Day after giving effect to such Credit Event and the application of the proceeds thereof may not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on the absence of a Material Adverse Effect by its express terms; exceed $20,000,000, and (ii) no event has occurred Borrower must be in compliance, both before and is continuing, or would result from after giving effect to such Credit EventEvent on a pro forma basis, that will constitute an Amortization Event, with Section 9.18 and no event has occurred Section 10.9 (and is continuing, or would result from such Credit Event, that would constitute a Potential Amortization Event; and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed if required by the Administrative Agent, occur automatically on shall certify as to such compliance either in a certificate of an Authorized Officer or in the applicable Notice of Borrowing). (c) Prior to the making of each day that Servicer Loan (other than any Loan made pursuant to Section 3.4(a)), the Administrative Agent shall receive any Collections without have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirement that any further action be taken on requirements of Section 2.3(a). (d) Prior to the part issuance of any Person each Letter of Credit, the Administrative Agent and notwithstanding the failure applicable Issuing Bank shall have received a Letter of Seller to satisfy any Credit Application meeting the requirements of Section 3.2(a). The acceptance of the foregoing conditions precedent in respect benefits of such Reinvestment. The failure of Seller each Credit Event after the Closing Date shall constitute a representation and warranty by each Credit Party to satisfy any each of the foregoing Lenders that all the applicable conditions precedent specified in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall Section 7 above have been applied to the affected Reinvestmentsatisfied as of that time.

Conditions Precedent to All Credit Events. Each The obligation of the Lenders to make any Loan on the occasion of any Borrowing on or after the Effective Date and of any Issuing Bank to issue, amend, renew or extend any Letter of Credit Event shall be on or after the Effective Date is subject to the further conditions precedent that that, on the date such Loan is made or Letter of Credit is issued, amended, renewed or extended: (a) Servicer shall have delivered to the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (i) the The representations and warranties of each Obligor set forth in Section 5.1 are true this Agreement and correct in all material respects on and as of the date of such Credit Event as though made on and as of such date (unless such representation or warranty refers to an earlier date, in which case such representation or warranty other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date), in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except that to the extent qualified by materiality standard or reference to Material Adverse Effect, in this clause which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and, if applicable, the applicable Issuing Bank, shall have received (i) shall not apply to any such representation or warranty that is expressly qualified in the case of a Borrowing, a Borrowing Request by a materiality standard or contains any carve-out or exception based the time and on the absence of a Material Adverse Effect by its express terms; Business Day specified in Section 2.02, (ii) no event has [reserved], and (iii) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b). (c) No Default or Event of Default shall have occurred and is continuing, be continuing or would result from the making of such Credit EventLoan or the issuance, that will constitute an Amortization Eventamendment, and no event has occurred and is continuing, renewal or would result from extension of such Credit Event, that would constitute a Potential Amortization Event; andLetter of Credit. (iiid) The making or requesting of such Loan (xor the issuance or the requesting of the issuance of such Letter of Credit) the Aggregate Capital plus the L/C Undrawn Amount does shall not exceed the Purchase Limitviolate any Requirement of Law and shall not be enjoined, temporarily, preliminarily or permanently. (ye) the L/C Obligations do not exceed the L/C Sublimit and No later than 60 days (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed or such later date as approved by the Administrative AgentAgent and the Required Lenders in writing and in their sole discretion) after the Petition Date, occur automatically on each day the Bankruptcy Court shall have entered the Final Order and the Final Order shall provide that Servicer any Subsidiary of any Borrower that commences a Chapter 11 case under the Bankruptcy Code shall receive be bound by the terms of the Final Order and the Loan Documents. (f) The Financing Order shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed in any Collections respect without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right consent of the Administrative Agent, which right may be exercised at any time on demand Agent and the Required Lenders in writing and in their sole discretion. The acceptance of the Administrative Agent, benefits of each Loan or Letter of Credit shall constitute a representation and warranty by each of the Obligors to rescind each of the related purchase Lenders that all of the conditions specified in Section 5.02(a) and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall Section 5.02(c) have been applied to the affected Reinvestmentsatisfied as of that time.

Conditions Precedent to All Credit Events. Each The obligation of the Lenders to make any Loan on the occasion of any Borrowing on or after the date hereof and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Event shall be on or after the date hereof is subject to the further conditions precedent that that, on the date such Loan is made or Letter of Credit is issued, amended, renewed or extended: (a) Servicer The conditions precedent set forth in Section 5.01 shall have delivered to the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; theretofore been satisfied. (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (i) the The representations and warranties set forth in Section 5.1 are Article VI and in the other Loan Documents shall be true and correct in all material respects on as of, and as of if such representations and warranties were made on, the date of such Credit Event as though made on and as Borrowing or the date of issuance, amendment, renewal or extension of such date Letter of Credit, as applicable (unless such representation or and warranty refers expressly relates to an earlier date, in which case such representation or and warranty shall continue to be true and correct as of such earlier date), and the Obligors shall be deemed to have certified to the Administrative Agent and the Lenders that such representations and warranties are true and correct in all material respects on and as by a Borrower’s delivery of such earlier date), except that the materiality standard in this clause (i) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on in the absence case of a Material Adverse Effect by its express terms; Borrowing, a Borrowing Request or (ii) no event has in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a notice thereof. (c) The Administrative Agent shall have received (i) in the case of a Borrowing, a duly executed Borrowing Request by the time and on the Business Day specified under Section 2.02, and (ii) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a notice thereof as required by Section 3.01(b) not later than 11:00 a.m., New York City time, three Business Days before the date such Letter of Credit is to be issued, amended, renewed or extended. (d) No Default or Event of Default shall have occurred and is continuing, be continuing or would result from such Credit Event. (e) The Administrative Agent and the Lenders shall have received such other approvals, that will constitute an Amortization Event, and no event has occurred and is continuing, opinions or would result from such documents as the Administrative Agent or the Required Lenders may reasonably request. The acceptance of the benefits of each Credit Event, that would Event shall constitute a Potential Amortization Event; and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit representation and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that warranty by each Reinvestment shall, unless otherwise directed by the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller Obligors to satisfy any each of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right Lenders that all of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall conditions specified in this Section 5.03 above have been applied to the affected Reinvestmentsatisfied as of that time.

Conditions Precedent to All Credit Events. Each The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Loans required to be made by the Lenders in respect of Unpaid Drawings pursuant to Sections 3.3 and 3.4), and the obligation of any Issuing Bank to issue Letters of Credit Event shall be on any date, is subject to the further satisfaction of the following conditions precedent that precedent: (a) Servicer shall have delivered to At the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date time of each such Credit Event, both before Event and immediately also after giving effect to such Credit Eventthereto, the following statements (a) no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be true continuing and (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event): (ib) the all representations and warranties set forth made by any Credit Party contained herein or in Section 5.1 are the other Credit Documents shall be true and correct in all material respects on and as of the date of such Credit Event as though made on and as of such date (unless such representation or warranty refers to an earlier date, contains a materiality qualifier in which case such representation or warranty shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on (unless such representation or warranty contains a materiality qualifier in which case such representation or warranty shall be true and correct in all respects) as of such earlier date), except that the materiality standard in this clause . (i) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on The Consolidated Cash Balance as of the absence day of a Material Adverse Effect by its express terms; the Notice of Borrowing and (ii) no event has occurred and is continuing, or would result from the pro forma Consolidated Cash Balance as of the end of the fifth Business Day after giving effect to such Credit EventEvent and the application of the proceeds thereof may not exceed $20,000,000. (c) Prior to the making of each Loan (other than any Loan made pursuant to Section 3.4(a)), that will constitute an Amortization Eventthe Administrative Agent shall have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3(a). (d) Prior to the issuance of each Letter of Credit, the Administrative Agent and no event has occurred and is continuing, or would result from such the applicable Issuing Bank shall have received a Letter of Credit Event, that would Application meeting the requirements of Section 3.2(a). The acceptance of the benefits of each Credit Event after the Closing Date shall constitute a Potential Amortization Event; and (iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit representation and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that warranty by each Reinvestment shall, unless otherwise directed by the Administrative Agent, occur automatically on Credit Party to each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing Lenders that all the applicable conditions precedent specified in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall Section 7 above have been applied to the affected Reinvestmentsatisfied as of that time.