Common use of Conditions to Each Credit Event Clause in Contracts

Conditions to Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to Section 2.26(c) and the satisfaction of the following conditions: (a) at the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall exist; (b) at the time of and immediately after giving effect to such Borrowing, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (c) since December 31, 2020 there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (d) the Borrower shall have delivered the required Pool Certificate; (e) after giving effect to the requested Borrowing, Consolidated Total Unsecured Debt shall not exceed Pool Availability; and (f) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section.

Conditions to Each Credit Event. The Subject to Section 2.9(d) hereof with respect to Limited Conditionality Acquisitions, the obligation of each the Lenders, the Fronting Lender and the Swing Line Lender to make a Loan on participate in any Credit Event (other than the occasion conversion of any Borrowing is subject Loan to Section 2.26(ca Eurodollar Loan or the continuation of any Eurodollar Loan) and shall be conditioned, in the satisfaction case of each such Credit Event, upon the following conditionsfollowing: (a) at all conditions precedent listed in Section 4.2 hereof required to be satisfied prior to the time first Credit Event shall have been satisfied prior to or as of the first Credit Event; (b) Administrative Borrower shall have submitted a Notice of Loan (or with respect to a Letter of Credit, complied with the provisions of Section 2.2(b)(ii) hereof) and immediately after giving effect to such Borrowing, otherwise complied with Section 2.5 hereof; (c) no Default or Event of Default shall then exist or immediately after such Credit Event would exist; (bd) at the time of and immediately after giving effect to such Borrowing, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect no condition or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (c) since December 31, 2020 there event shall have been no change which occurred that Agent or the Required Lenders determine has had or could is reasonably be expected likely to have a Material Adverse Effect; (d) the Borrower shall have delivered the required Pool Certificate; (e) after giving effect each of the representations and warranties contained in Article VI hereof shall be true in all material respects as if made on and as of the date of such Credit Event, except to the requested Borrowing, Consolidated Total Unsecured Debt shall not exceed Pool Availability; andextent that any thereof expressly relate to an earlier date; (f) solely with respect to the Administrative funding of the Term Loan, US Borrower shall have (i) paid to W▇▇▇▇ Fargo Securities, LLC or its Affiliates, for their respective account, the fees described under clause (ii) of the definition of “Fee Letter” and (ii) paid all reasonable legal fees and expenses of Agent in connection with the Term Loan (including the preparation and negotiation of the Loan Documents in connection therewith) (which legal fees and expenses of Agent shall have received such other documentsbe consistent with those described under clause (ii) of the definition of “Fee Letter” and include all fees, certificates, information or legal opinions as the Administrative charges and disbursements of counsel to Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as extent invoiced in reasonable detail at least one (1) Business Day prior to the matters specified in paragraphs (aTerm Loan Funding Date), (b) and (c) of this Section.; and

Conditions to Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to Section 2.26(c) and the satisfaction of the following conditions: (a) at the time of and immediately after giving effect to such BorrowingBorrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall exist; (b) at the time of and immediately after giving effect to such BorrowingBorrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date), except to the extent that any such representations and warranties related representation or warranty relates solely to an earlier date (a specified prior date, in which case such representations and warranties representation or warranty shall be have been true and correct in all material respects on and as of such earlier specified prior date); (c) since December 31, 2020 2013, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (d) the Borrower Borrowers shall have delivered the required Pool Certificate; (e) after giving effect to the requested Notice of Revolving Borrowing, Consolidated Total Unsecured Debt shall not exceed Pool Availability; and (fe) the Administrative Agent shall have received such other documentsdocu­ments, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory sat­isfactory to the Administrative Agent or the Required Lenders. Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs subsections (a), (b) and (c) of this Section.

Conditions to Each Credit Event. The obligation of each the Lenders, the Issuing Lender and the Swing Line Lender to make a Loan on participate in any Credit Event shall be conditioned, in the occasion case of any Borrowing is subject to Section 2.26(c) and each Credit Event, upon the satisfaction of the following conditionsfollowing: (a) at all conditions precedent as listed in Section 4.2 hereof required to be satisfied prior to the time first Credit Event shall have been satisfied prior to or as of the first Credit Event; (b) the Administrative Borrower shall have submitted a Notice of Loan (other than for any Loans automatically funded into a disbursement account pursuant to a “sweep” cash arrangement between ▇▇▇▇▇▇▇▇ and immediately after giving effect Lender), or, with respect to such Borrowinga Letter of Credit, complied with the provisions of Section 2.2(b) hereof, and otherwise complied with Section 2.6 hereof; (c) no Default or Event of Default shall then exist or immediately after such Credit Event would exist;; and (bd) at each of the time of and immediately after giving effect to such Borrowing, all representations and warranties of each Loan Party set forth contained in the Loan Documents Article VI hereof shall be true and correct in all material respects (other than those or, as to any representations and warranties that which are expressly qualified by subject to a materiality or Material Adverse Effect or other materialityqualifier, true and correct in all material respects) as if made on and as of the date of such Credit Event, except to the extent that any thereof expressly relate to an earlier date, in which case such they shall be true and correct in all material respects (or, as to any representations and warranties shall be which are subject to a materiality or Material Adverse Effect qualifier, true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (c) since December 31, 2020 there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (d) the Borrower shall have delivered the required Pool Certificate; (e) after giving effect to the requested Borrowing, Consolidated Total Unsecured Debt shall not exceed Pool Availability; and (f) . Each request by the Administrative Agent shall have received such Borrower or any other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. Each Borrowing Borrower for a Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on Borrowers as of the date thereof of such request as to the matters satisfaction of the conditions precedent specified in paragraphs subsections (a), (bc) and (cd) above. Notwithstanding the failure to satisfy the conditions precedent set forth in this Section 4.1, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans, and the Issuing Lender may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of this SectionCredit for the ratable account and risk of the Lenders from time to time, if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Conditions to Each Credit Event. The TheSubject to Section 2.9(d) hereof with respect to Limited Conditionality Acquisitions, the obligation of each the Lenders, the Fronting Lender and the Swing Line Lender to make a Loan on participate in any Credit Event (other than the occasion conversion of any Borrowing is subject Loan to Section 2.26(ca Eurodollar Loan or the continuation of any Eurodollar Loan) and shall be conditioned, in the satisfaction case of each such Credit Event, upon the following conditionsfollowing: (a) at all conditions precedent as listed in Section 4.2 hereof required to be satisfied prior to the time first Credit Event shall have been satisfied prior to or as of the first Credit Event; (b) Administrative Borrower shall have submitted a Notice of Loan (or with respect to a Letter of Credit, complied with the provisions of Section 2.2(b)(ii) hereof) and immediately after giving effect to such Borrowing, otherwise complied with Section 2.5 hereof; (c) no Default or Event of Default shall then exist or immediately after such Credit Event would exist; (bd) at the time of and immediately after giving effect to such Borrowing, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect no condition or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (c) since December 31, 2020 there event shall have been no change which occurred that Agent or the Required Lenders determine has had or could is reasonably be expected likely to have a Material Adverse Effect; (d) the Borrower shall have delivered the required Pool Certificate; (e) after giving effect each of the representations and warranties contained in Article VI hereof shall be true in all material respects as if made on and as of the date of such Credit Event, except to the requested Borrowing, Consolidated Total Unsecured Debt shall not exceed Pool Availabilityextent that any thereof expressly relate to an earlier date; and (f) with respect to each request by Borrowers for an Alternate Currency Loan or for a Letter of Credit to be issued in an Alternate Currency, there shall not have occurred any change in any national or international financial, political or economic conditions or currency exchange rates or exchange controls that, in the Administrative reasonable opinion of Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or and the Required Lenders may reasonably request(and the Fronting Lender, all with respect to any Letter of Credit to be issued in form and substance reasonably satisfactory an Alternate Currency) would make it impracticable for such Loan or Letter of Credit to be denominated in the relevant Alternate Currency. Each request by Administrative Agent Borrower or any other Borrower for a Credit Event (other than the conversion of any Loan to a Eurodollar Loan or the Required Lenders. Each Borrowing continuation of any Eurodollar Loan) shall be deemed to constitute be a representation and warranty by the Borrower on Borrowers as of the date thereof of such request as to the matters satisfaction of the conditions precedent specified in paragraphs subsections (ac), (bd), (e) and (cf) of this Sectionabove.

Conditions to Each Credit Event. The obligation of each the Lenders, the Issuing Lender and the Swing Line Lender to make a Loan on participate in any Credit Event shall be conditioned, in the occasion case of any Borrowing is subject to Section 2.26(c) and each Credit Event, upon the satisfaction of the following conditionsfollowing: (a) at all conditions precedent as listed in Section 4.2 hereof required to be satisfied prior to the time first Credit Event shall have been satisfied prior to or as of the first Credit Event; (b) the Administrative Borrower shall have submitted a Notice of Loan (other than for any Loans automatically funded into a disbursement account pursuant to a “sweep” cash arrangement between B▇▇▇▇▇▇▇ and immediately after giving effect Lender), or, with respect to such Borrowinga Letter of Credit, complied with the provisions of Section 2.2(b) hereof, and otherwise complied with Section 2.6 hereof; (c) no Default or Event of Default shall then exist or immediately after such Credit Event would exist;; and (bd) at each of the time of and immediately after giving effect to such Borrowing, all representations and warranties of each Loan Party set forth contained in the Loan Documents Article VI hereof shall be true and correct in all material respects (other than those or, as to any representations and warranties that which are expressly qualified by subject to a materiality or Material Adverse Effect or other materialityqualifier, true and correct in all material respects) as if made on and as of the date of such Credit Event, except to the extent that any thereof expressly relate to an earlier date, in which case such they shall be true and correct in all material respects (or, as to any representations and warranties shall be which are subject to a materiality or Material Adverse Effect qualifier, true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (c) since December 31, 2020 there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (d) the Borrower shall have delivered the required Pool Certificate; (e) after giving effect to the requested Borrowing, Consolidated Total Unsecured Debt shall not exceed Pool Availability; and (f) . Each request by the Administrative Agent shall have received such Borrower or any other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. Each Borrowing Borrower for a Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on Borrowers as of the date thereof of such request as to the matters satisfaction of the conditions precedent specified in paragraphs subsections (a), (bc) and (cd) above. Notwithstanding the failure to satisfy the conditions precedent set forth in this Section 4.1, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans, and the Issuing Lender may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of this SectionCredit for the ratable account and risk of the Lenders from time to time, if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Conditions to Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to Section 2.26(c2.24(c) and the satisfaction of the following conditions: (a) at the time of and immediately after giving effect to such BorrowingBorrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Default, Event of Default or Borrowing Base Deficiency shall exist; (b) at the time of and immediately after giving effect to such BorrowingBorrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (c) since December 31, 2020 2013, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (d) in the case of a Borrowing, the Borrower shall have delivered the required Pool Certificate; (e) after giving effect to the requested Notice of Borrowing, Consolidated Total Unsecured Debt shall not exceed Pool Availability; and (fe) the Administrative Agent shall have received such other documentsdocu­ments, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory sat­isfactory to the Administrative Agent or the Required Lenders. Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs subsections (a), (b) and (c) of this Section.

Conditions to Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to Section 2.26(c) and the satisfaction of the following conditions: : (a) at the time of and immediately after giving effect to such BorrowingBorrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall exist; ; (b) at the time of and immediately after giving effect to such BorrowingBorrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); ; (c) since December 31the date of the most recent financial statements delivered by the Borrower pursuant to Section 5.1(a), 2020 there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; ; (d) the Borrower shall have delivered the required Pool Certificate; Notice of Borrowing together with a report setting forth the sources and uses of the proceeds hereof (if applicable); (e) after giving effect to the requested BorrowingBorrower shall be in compliance on a pro forma basis with each of the covenants set forth in Article VI, measuring Consolidated Total Unsecured Net Debt shall not exceed Pool Availabilityfor purposes of Section 6.1 as of the date of any such Borrowing (or issuance, amendment, renewal or extension, as the case may be) and otherwise recomputing the covenants set forth in Article VI as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Borrowing (or issuance, amendment, renewal or extension, as the case may be) had occurred; and and (f) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section.

Conditions to Each Credit Event. The obligation On the date of each Lender to make a Loan on Credit Event (including the occasion of any Borrowing is subject to Section 2.26(c) and the satisfaction of the following conditions: (a) at the time of initial Credit Event), both immediately before and immediately after giving effect thereto and to the application of the proceeds therefrom, the following statements shall be true (and each request for a Credit Event, shall constitute a representation and warranty by each Borrower that on the date of such BorrowingCredit Event, no Default or Event of Default shall exist; (b) at the time of immediately before and immediately after giving effect thereto and to the application of the proceeds therefrom, such Borrowing, all statements are true): (a) The representations and warranties of contained in this Credit Agreement and in each Loan Party set forth in the Loan Documents shall be other Credit Document are true and correct in all material respects (other than those representations on and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case as of the date of such representations Credit Event as though made on and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except (i) to the extent that such representations and warranties related solely to an earlier are expressly made as of a specific date (in which case event such representations and warranties shall be have been true and correct in all material respects on and as of such earlier specified date)) and (ii) the representation and warranty made under Section 6.2 shall be deemed satisfied upon the entry of the Interim Financing Order in a form satisfactory to the Agent; (b) No event has occurred and is continuing, or would result from such Credit Event or the application of the proceeds thereof, which would constitute a Default or an Event of Default; (c) since December 31In the case of the issuance of any Letter of Credit, 2020 there shall have been no change which none of the events set forth in Section 3.1 has had occurred and is continuing or could reasonably be expected to have a Material Adverse Effectwould result from the issuance of such Letter of Credit; (d) After giving effect to the Borrower shall Loans and Letters of Credit requested to be made, no Lender will have delivered the required Pool Certificatean Available Commitment which is less than zero; (e) after giving effect to the requested Borrowing, Consolidated Total Unsecured Debt shall not exceed Pool Availability; and (f) the Administrative Agent shall have received such other documents, certificates, information or legal opinions documents as the Administrative Agent or the Required Lenders may reasonably requestrequired by this Credit Agreement in connection with such Loan, all in form and substance reasonably satisfactory as required by this Credit Agreement including with respect to Loans, a Notice of Borrowing in accordance with the provisions of Section 2.2 hereof; and with respect to the Administrative issuance of a Letter of Credit, Agent or and the Required Lenders. Each Borrowing respective Issuing Bank shall be deemed to constitute have received a representation and warranty by Letter of Credit Request meeting the Borrower on the date thereof as to the matters specified in paragraphs (arequirements of Section 3.2(a), (b) and (c) of this Section.;

Conditions to Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to Section 2.26(c2.22(c) and the satisfaction of the following conditions: (a) at the time of and immediately after giving effect to such BorrowingBorrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall exist; (b) at the time of and immediately after giving effect to such BorrowingBorrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) ), and except for those made as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier a particular date); (c) since December 31, 2020 2022, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (d) the Borrower shall have delivered the required Pool Certificate; (e) after giving effect to the requested Notice of Borrowing, Consolidated Total Unsecured Debt shall not exceed Pool Availability; and (fe) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs subsections (a), (b) and (c) of this Section.

Conditions to Each Credit Event. The (a) In addition to the conditions set forth in Sections 3.1 with respect to the initial Loans hereunder and the conditions set forth in Sections 3.2 and 3.3 above with respect to any Credit Event, the obligation of each Lender to make a Loan hereunder (other than a Refunding Loan) and the obligation of any Issuing Bank to issue a Facility Letter of Credit hereunder shall be subject to the condition that on the occasion Credit Date for such Credit Event, both before and after giving effect thereto and to the application of any Borrowing is subject the proceeds thereof, the following statements shall be true to Section 2.26(c) and the satisfaction of the following conditions:Agent (and if so requested by the Agent, the Borrower shall deliver to the Agent a certificate of the chief executive office or chief financial officer of the Borrower that such statements are true): (ai) at the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall exist; (b) at the time of and immediately after giving effect to such Borrowing, all representations and warranties of each Loan Party set forth contained in the Loan Documents shall be this Credit Agreement and any other Credit Document are true and correct in all material respects (other than those representations on and warranties that are expressly qualified by a Material Adverse Effect as of the date of such Loan or other materiality, in which case issuance of such representations Facility Letter of Credit as though made on and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related expressly relate solely to an earlier date (in which case such representations and warranties shall be have been true and correct in all material respects accurate on and as of such earlier date); (cii) since December 31no event has occurred and is continuing, 2020 there shall have been or would result from such Loan or the issuance of such Facility Letter of Credit or the application of the (iii) no change circumstance, development or event has occurred and is continuing as of the Credit Date for such Loan or Letter of Credit which has had or could reasonably be expected to have a Material Adverse effect; (iv) there is not pending or threatened by or against the Borrower or any Subsidiary any litigation, contested claim, investigation, arbitration or governmental proceeding which, if adversely determined, could reasonably be expected to have a Material Adverse Effect; (dv) there has occurred no material adverse change in the financial condition or results of operations of the Consolidated Entity from that reflected in the Financial Statements of the Borrower shall have delivered the required Pool Certificate; (e) after giving effect referred to the requested Borrowing, Consolidated Total Unsecured Debt shall not exceed Pool Availabilityin Section 4.6; and (fvi) with respect to the Administrative Agent shall have received Issuance of any Facility Letter of Credit, none of the events set forth in Section 3.2 has occurred and is continuing or would result from the issuance of such Facility Letter of Credit. (b) Each request for Loans (other documentsthan a Refunding Loan) or for the issuance of a Facility Letter of Credit, certificates, information or legal opinions as and the Administrative Agent acceptance by the Borrower of the proceeds of such Loan or the Required Lenders may reasonably requestissuance of such Facility Letter of Credit, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower that on the date thereof as of such Loan or issuance of such Letter of Credit, before and after giving effect thereto and to the matters specified application of the proceeds therefrom, the statements set forth in paragraphs clauses (a), i) through (bvi) and (cin Section 3.4(a) above are true unless the Borrower specifies otherwise in its request for such Loan or Facility Letter of this SectionCredit.

Conditions to Each Credit Event. The obligation On the date of each Lender to make a Loan on Credit Event (including the occasion of any Borrowing is subject to Section 2.26(c) and the satisfaction of the following conditions: (a) at the time of initial Credit Event), both immediately before and immediately after giving effect thereto and to the application of the proceeds therefrom, the following statements shall be true to the satisfaction of the Agent (and each request for a Credit Event, shall constitute a representation and warranty by the Borrower that on the date of such Borrowing, no Default or Credit Event of Default shall exist; (b) at the time of immediately before and immediately after giving effect thereto and to the application of the proceeds therefrom, such Borrowing, all statements are true): (a) the representations and warranties of contained in this Agreement and in each Loan Party set forth in the Loan Documents shall be other Credit Document are true and correct in all material respects (other than those representations on and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case as of the date of such representations Credit Event as though made on and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related expressly relate solely to an earlier date (in which case such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date); (cb) since December 31no event has occurred and is continuing, 2020 there shall have been no change which has had or could reasonably be expected to have result from such Credit Event or the application of the proceeds thereof, which, with the passage of time or the giving of notice, or both, would constitute a Material Adverse EffectDefault or an Event of Default; (c) in the case of the issuance of any Letter of Credit, none of the events set forth in Section 3.1(a) has occurred and is continuing or would result from the issuance of such Letter of Credit; (d) since the Petition Date, no event or series of events shall have occurred, which the Majority Lenders determine to constitute a material adverse change in (i) the assets, liabilities, business, operations, condition (financial or otherwise), properties or prospects of the Borrower shall have delivered or any other Credit Party, (ii) the required Pool Certificateenforceability of the Liens, rights and remedies of the Agent and the other Secured Parties under the Credit Documents and the DIP Orders, (iii) the ability of the Borrower or the other Credit Parties to timely pay the Obligations in full when due and to perform their covenants, agreements and obligations under the Credit Documents and the DIP Orders or (iv) the value of the assets of the Borrower and the other Credit Parties; (e) the Agent shall have received evidence satisfactory to it that the Borrower is operating in compliance with the Budget; (f) none of the Bankruptcy Cases shall have been dismissed or converted to a case under chapter 7 of the Bankruptcy Code, no Credit Party shall have filed an application for any order dismissing any Bankruptcy Case or converting any Bankruptcy Case to a case under chapter 7 or the Bankruptcy Code, and no trustee under chapter 7 or chapter 11 of the Bankruptcy Code and no examiner with powers beyond the duty to investigate and report, as set forth in section 1106(a)(3) and (4) of the Bankruptcy Code, shall have been appointed in the Bankruptcy Cases. No application shall have been filed by any Credit Party for the approval of any other first priority administrative claim in the Bankruptcy Cases which is pari passu with or senior to the claims of any Secured Party against the Borrower (and, other than the Carve-Out, no such claim or Lien has arisen) and no Credit Party shall have failed to oppose any such motion filed by any other person; (g) the Interim Order shall not have been stayed, reversed, modified or amended in any respect and shall be in full force and effect and, after the entry thereof, the Final Order shall not have been stayed, reversed, modified or amended in any respect and neither the Interim Order nor the Final Order shall be the subject of a pending appeal; and (h) if, after giving effect to such Credit Event, Excess Availability would be less than $15,000,000 or if such Credit Event is in respect of the drawing of the Term Loans, (i) the Agent shall have received a signed copy of the Final Order authorizing and approving the financing of the entire amount of the Commitments (including, without limitation, the Term Loan Commitments and the application of the proceeds of the Term Loans as provided herein) for the Borrower as certified by the Clerk of the Bankruptcy Court as having been duly entered, (ii) the Final Order shall be in form and substance satisfactory to the Agent in its sole discretion and shall include customary findings and rulings by the Bankruptcy Court which are binding upon all parties deemed relevant by the Agent (including, without limitation, such a finding and ruling to the effect that the Loans and other extensions of credit made pursuant to the Final Order are made in good faith within the meaning of Section 364(e) of the Bankruptcy Code), (iii) the Final Order shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed or the subject of a presently effective stay pending appeal, (iv) the Bankruptcy Court shall have entered an order approving the identity and the terms of retention of the CRO and (v) the Pre-Petition Revolving Credit Obligations and the Pre-Petition Term Loan Obligations shall have been paid in full or shall be paid in full after giving effect to the requested Borrowing, Consolidated Total Unsecured Debt shall not exceed Pool Availability; and (f) application of the Administrative Agent shall have received proceeds of such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this SectionCredit Event.

Conditions to Each Credit Event. The obligation of each the Lenders, the Fronting Lender and the Swingline Lender to make a Loan on participate in any Credit Event shall be conditioned, in the occasion case of any Borrowing is subject to Section 2.26(c) and each Credit Event, upon the satisfaction of the following conditionsfollowing: (a) at The Borrower shall have submitted a Notice of Loan (or with respect to a Letter of Credit, complied with the time provisions of Section 2.2(b)(ii) hereof) and immediately after giving effect to such Borrowing, otherwise complied with Section 2.5 hereof; (b) no Default or Event of Default shall then exist or immediately after such Credit Event would exist; (bc) at each of the time of and immediately after giving effect to such Borrowing, all representations and warranties of each Loan Party set forth contained in the Loan Documents Article VI hereof shall be true and correct in all material respects as if made on and as of the date of such Credit Event (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case case, such representations shall be true and correct in all respects and except to the extent that any representations and warranties expressly relate to an earlier date, in which case, such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (cd) at the time of and immediately after giving effect to such Credit Event, the Revolving Credit Exposure shall not exceed the lesser of (i) the Revolving Amount and (ii) the Borrowing Base; (e) Agent shall have received each Borrowing Base Certificate then required to have been delivered pursuant to the terms of this Agreement; (f) since December 3125, 2020 2016, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect;; and (dg) at the Borrower shall have delivered the required Pool Certificate; (e) time of and immediately after giving effect to such Credit Event, the requested Borrowing, Consolidated Total Unsecured Debt Borrower shall not exceed Pool Availability; and (f) be in pro forma compliance with Section 5.7 as of the Administrative Agent shall most recently ended fiscal quarter for which financial statements have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lendersbeen delivered. Each Borrowing request by the Borrower for a Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on as of the date thereof of such request as to the matters satisfaction of the conditions precedent specified in paragraphs (a), (b) and (c) of this Sectionabove.

Conditions to Each Credit Event. The obligation On the date of each Lender to make a Loan on Credit Event (including the occasion of any Borrowing is subject to Section 2.26(c) and the satisfaction of the following conditions: (a) at the time of initial Credit Event), both immediately before and immediately after giving effect thereto and to the application of the proceeds therefrom, the following statements shall be true to the satisfaction of Agent (and each request for a Credit Event, shall constitute a representation and warranty by Borrower that on the date of such BorrowingCredit Event, no Default or Event of Default shall exist; (b) at the time of immediately before and immediately after giving effect thereto and to the application of the proceeds therefrom, such Borrowing, all statements are true): (a) The representations and warranties of contained in this Credit Agreement and in each Loan Party set forth in the Loan Documents shall be other Credit Document are true and correct in all material respects (other than those representations on and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case as of the date of such representations Credit Event as though made on and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related expressly relate solely to an earlier date (in which case such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date); (cb) since December 31No event has occurred and is continuing, 2020 there shall have been no change which has had or could reasonably be expected to have result from such Credit Event or the application of the proceeds thereof, which would constitute a Material Adverse EffectDefault or an Event of Default; (c) In the case of the making of any Revolving A Loan, the aggregate then outstanding principal amount of the Revolving B Loans shall be equal to the aggregate Revolving B Commitments then in effect; (d) In the case of the making of any Revolving B Loan (other than the initial Revolving B Loan), Agent shall have received evidence satisfactory to Agent in its sole discretion that the payment of any tax on Mortgages levied pursuant to Article 11 of the New York Tax Law (the "MORTGAGE TAX") has been made to the appropriate Governmental Authority in the State of New York prior to or concurrently with the making of such Revolving B Loan; PROVIDED, that Agent may, in its sole discretion, withhold (or reserve against availability) the applicable amount of Mortgage Tax from the proceeds of such Revolving B Loan and/or use such proceeds to pay such Mortgage Tax directly to such Governmental Authority. Borrower shall have delivered be responsible for computing or otherwise determining the required Pool Certificate;amount of any such taxes and agrees that Agent shall be entitled to rely and act on any assessment, tax ▇▇▇▇ or other evidence of tax liability received by it for purposes of this Paragraph 5.2(d) and shall be indemnified by Borrower with respect to any such actions or failure to act; and (e) after giving effect In the case of the issuance of any Letter of Credit, none of the events set forth in the proviso to the requested Borrowing, Consolidated Total Unsecured Debt shall not exceed Pool Availability; and (ffirst sentence of SECTION 3.1(b) has occurred and is continuing or would result from the Administrative Agent shall have received issuance of such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) Letter of this SectionCredit.

Conditions to Each Credit Event. The obligation On the date of each Lender to make a Loan on Credit Event (including the occasion of any Borrowing is subject to Section 2.26(c) and the satisfaction of the following conditions: (a) at the time of initial Credit Event), both immediately before and immediately after giving effect thereto and to the application of the proceeds therefrom, the following statements shall be true to the satisfaction of the US Agent (and each request for a Credit Event, shall constitute a representation and warranty by each Borrower that on the date of such BorrowingCredit Event, no Default or Event of Default shall exist; (b) at the time of immediately before and immediately after giving effect thereto and to the application of the proceeds therefrom, such Borrowing, all statements are true): (a) The representations and warranties of contained in this Credit Agreement and in each Loan Party set forth in the Loan Documents shall be other Credit Document are true and correct in all material respects (other than those representations subject to the information disclosed in any update of Schedule B to this Credit Agreement delivered pursuant to Sections 5.3 and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case 7.1(b)) on and as of the date of such representations Credit Event as though made on and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related expressly relate solely to an earlier date (in which case such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date) except for any inaccuracy of such representations and warranties as of such Credit Event resulting from any new facts or circumstances that do not collectively have a Material Adverse Effect and have arisen after the date on which an updated Schedule B was most recently required to be delivered pursuant to Section 7.1(b);. For avoidance of doubt, the representation in Section 6.24 is a representation which relates "solely to an earlier date" (the date the referenced information was dated or certified). (b) Neither Agent shall have received any update to Schedule B, Part 6.14 or Schedule B, Part 6.26. (c) since December 31No event has occurred and is continuing, 2020 there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (d) the Borrower shall have delivered the required Pool Certificate; (e) after giving effect to the requested Borrowing, Consolidated Total Unsecured Debt shall not exceed Pool Availability; and (f) the Administrative Agent shall have received result from such other documents, certificates, information or legal opinions as the Administrative Agent Credit Event or the Required Lenders may reasonably requestapplication of the proceeds thereof, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. Each Borrowing shall be deemed to which would constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) Default or an Event of this SectionDefault.