Common use of Conditions of Making the Loans and Issuing Letters of Credit Clause in Contracts

Conditions of Making the Loans and Issuing Letters of Credit. Each Lender’s obligation to make any Loan or issue or cause any Letter of Credit to be issued under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent and Lenders (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent) as of each day that such Loan is made or such Letter of Credit is issued, as applicable: (a) Loans and Letters of Credit Made and/or Issued on the Closing Date: With respect to Loans made, and/or Letters of Credit issued, on the Closing Date, (i) each applicable Loan Party shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents and/or certificates listed on the closing checklist attached hereto as Exhibit B; (ii) Agent and the applicable Lender shall have completed their respective business and legal due diligence pertaining to the Loan Parties, their respective businesses and assets, with results thereof satisfactory to Agent and such Lender in its sole discretion; (iii) such Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s credit committee; (iv) after giving effect to such Loans and Letters of Credit, as well as to the payment of all trade payables older than sixty (60) days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Liquidity shall be no less than $20,000,000; and (v) Borrowers shall have paid to Agent and Lenders, as applicable, all fees due on the date hereof, and shall have paid or reimbursed Agent and Lenders, as applicable, for all of Agent’s and any Xxxxxx’s costs, charges and expenses incurred through the Closing Date (and in connection herewith, Borrowers hereby irrevocably authorize Agent to charge such fees, costs, charges and expenses as Revolving Loans); and (b) All Loans and/or Letters of Credit: With respect to Loans made and/or Letters of Credit issued, on the Closing Date and/or at any time thereafter, in addition to the conditions specified in clause (a) above as applicable, (i) Borrowers shall have provided to Agent such information as Agent may require in order to determine the Borrowing Base, as of such borrowing or issue date, after giving effect to such Loans and/or Letters of Credit, as applicable; (ii) each applicable Loan Party shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such further agreements, instruments, documents, proxies and certificates as Agent may require in connection therewith; (iii) each of the representations and warranties set forth in this Agreement, the Information Certificate(s) and in the other Loan Documents shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of the date such Loan is made and/or such Letter of Credit is issued (or to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of such earlier date), both before and after giving effect thereto; and (iv) no Default or Event of Default shall be in existence, both before and after giving effect thereto.

Conditions of Making the Loans and Issuing Letters of Credit. Each Lender’s obligation to make any Loan or issue or cause any Letter of Credit to be issued under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent and Lenders Lender (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to AgentLender) as of each day that such Loan is made or such Letter of Credit is issued, as applicable: (a) Loans and Letters of Credit Made and/or Issued on the Closing Date: With respect to Loans made, and/or or Letters of Credit issued, on the Closing Date, (i) each applicable Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent Lender such agreements, instruments, documents, proxies and certificates as Lender may require, and including such other agreements, instruments, documents and/or certificates listed on the closing checklist attached hereto as Exhibit BC; (ii) Agent and the applicable Lender shall have completed their respective its business and legal due diligence pertaining to the Loan Parties, Party Obligors and their respective businesses and assetsassets (including, without limitation, a field exam prior to the Closing Date), with results thereof satisfactory to Agent and such Lender in its sole discretion; (iii) such Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s credit committee; (iv) after giving effect to such Loans and Letters of Credit, as well as to the payment of all trade payables older than sixty (60) days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Liquidity shall be no less than $20,000,000; and (v) Borrowers Borrower shall have paid to Agent and Lenders, as applicable, Lender all fees due on the date hereofClosing Date, and shall have paid or reimbursed Agent and Lenders, as applicable, Lender for all of Agent’s and any XxxxxxLender’s costs, charges and expenses incurred through the Closing Date (and in connection herewith, Borrowers Borrower hereby irrevocably authorize Agent authorizes Lender to charge such fees, costs, charges and expenses as Revolving Base Rate Loans); and (b) All Loans and/or Letters of Credit: With respect to Loans made and/or Letters of Credit issued, on the Closing Date and/or at any time thereafter, in addition to the conditions specified in clause (a) above as applicable, (i) Borrowers shall have provided to Agent such information as Agent may require in order to determine the Borrowing Base, as of such borrowing or issue date, after giving effect to such Loans and/or Letters of Credit, as applicable; (ii) each applicable Loan Party shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such further agreements, instruments, documents, proxies and certificates as Agent may require in connection therewith; (iii) each of the representations and warranties set forth in this Agreement, the Information Certificate(s) and in the other Loan Documents shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of the date such Loan is made and/or such Letter of Credit is issued (or to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of such earlier date), both before and after giving effect thereto; and (iv) no Default or Event those other conditions set forth Schedule G shall have been completed to the satisfaction of Default shall be in existence, both before and after giving effect theretothe Lender.

Conditions of Making the Loans and Issuing Letters of Credit. Each Lender’s 's obligation to make any Loan or issue or cause any Letter of Credit to be issued under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent and Lenders Lender (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to AgentLender) as of each day that such Loan is made or such Letter of Credit is issued, as applicable: (a) Loans and Letters of Credit Made and/or Issued on the Closing Date: With respect to Loans made, and/or Letters of Credit issued, hereunder on the Closing Date, (i) each applicable Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent Lender such agreements, instruments, documents, proxies and certificates as Lender may require, and including such other agreements, instruments, documents and/or certificates listed on the closing checklist attached hereto as Exhibit B; (ii) Agent and the applicable Lender shall have completed their respective its business and legal due diligence pertaining to the Loan Parties, their respective businesses and assets, with results thereof satisfactory to Agent and such Lender in its sole discretion; (iii) such Lender’s 's obligations and commitments under this Agreement shall have been approved by such Lender’s credit committee's Credit Committee; (iv) after giving effect to such Loans and Letters of Credit, as well as to the payment of all trade payables older than sixty (60) 60 days past due and the consummation of all transactions contemplated hereby to occur on the Closing Datedue, closing costs and any book overdraft, Liquidity Excess Availability plus immediately available unencumbered cash on hand of Borrower shall be no less than $20,000,00015,000,000; and (v) Borrowers Borrower shall have paid to Agent and Lenders, as applicable, Lender all fees due on the date hereof, and shall have paid or reimbursed Agent and Lenders, as applicable, Lender for all of Agent’s and any Xxxxxx’s Lender's costs, charges and expenses incurred through the Closing Date (and in connection herewith, Borrowers Borrower hereby irrevocably authorize Agent authorizes Lender to charge such fees, costs, charges and expenses as Revolving Loans); and (b) All Loans and/or Letters of Credit: With respect to Loans made and/or Letters of Credit issued, on the Closing Date and/or at any time thereafter, in addition to the conditions specified in clause (a) above as applicable, (i) Borrowers shall have provided to Agent such information as Agent may require in order to determine the Borrowing Base, as of such borrowing or issue date, after giving effect to such Loans and/or Letters of Credit, as applicable; (ii) each applicable Loan Party shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such further agreements, instruments, documents, proxies and certificates as Agent may require in connection therewith; (iii) each of the representations and warranties set forth in this Agreement, the Information Certificate(s) and in the other Loan Documents shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of the date such Loan is made and/or such Letter of Credit is issued (or to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of such earlier date), both before and after giving effect thereto; and (iv) no Default or Event of Default shall be in existence, both before and after giving effect thereto.

Conditions of Making the Loans and Issuing Letters of Credit. Each Lender’s obligation to make any Loan or issue or cause any Letter of Credit to be issued under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent and Lenders Lender (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to AgentLender) as of each day that such Loan is made or such Letter of Credit is issued, as applicable: (a) Loans and Letters of Credit Made and/or Issued on the Closing Date: With respect to Loans made, and/or Letters of Credit issued, on the Closing Date, (i) each applicable Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent Lender such agreements, instruments, documents, proxies and certificates as Lender may require, and including such other agreements, instruments, documents and/or certificates listed on the closing checklist attached hereto as Exhibit B; (ii) Agent and the applicable Lender shall have completed their respective its business and legal due diligence pertaining to the Loan Parties, their respective businesses and assets, with results thereof satisfactory to Agent and such Lender in its sole discretion; (iii) such Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s credit committeeCredit Committee; (iv) after giving effect to such Loans and Letters of Credit, as well as to the payment of all trade payables older than sixty (60) 60 days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Liquidity plus unrestricted cash on hand in depositary banks outside of the United States shall be no less than $20,000,0007,000,000; and (v) Borrowers Borrower shall have paid to Agent and Lenders, as applicable, Lender all fees due on the date hereof, and shall have paid or reimbursed Agent and Lenders, as applicable, Lender for all of Agent’s and any XxxxxxLender’s costs, charges and expenses incurred through the Closing Date (and in connection herewith, Borrowers Borrower hereby irrevocably authorize Agent authorizes Lender to charge such fees, costs, charges and expenses as Revolving Loans); and (b) All Loans and/or Letters of Credit: With respect to Loans made and/or Letters of Credit issued, on the Closing Date and/or at any time thereafter, in addition to the conditions specified in clause (a) above as applicable, (i) Borrowers shall have provided to Agent such information as Agent may require in order to determine the Borrowing Base, as of such borrowing or issue date, after giving effect to such Loans and/or Letters of Credit, as applicable; (ii) each applicable Loan Party shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such further agreements, instruments, documents, proxies and certificates as Agent may require in connection therewith; (iii) each of the representations and warranties set forth in this Agreement, the Information Certificate(s) and in the other Loan Documents shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of the date such Loan is made and/or such Letter of Credit is issued (or to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of such earlier date), both before and after giving effect thereto; and (iv) no Default or Event of Default shall be in existence, both before and after giving effect thereto.

Conditions of Making the Loans and Issuing Letters of Credit. Each Lender’s obligation to make any Loan or issue or cause any Letter of Credit to be issued under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent and Lenders Lender (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to AgentLender) as of each day that such Loan is made or such Letter of Credit is issued, as applicable: (a) Loans and Letters of Credit Made and/or Issued on the Closing Date: With respect to Loans made, and/or Letters of Credit issued, on the Closing Date, (i) each applicable Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent Lender such agreements, instruments, documents, proxies and certificates as Lender may require, and including such other agreements, instruments, documents and/or certificates listed on the closing checklist attached hereto as Exhibit B; (ii) Agent and the applicable Lender shall have completed their respective its business and legal due diligence pertaining to the Loan Parties, their respective businesses and assets, with results thereof satisfactory to Agent and such Lender in its sole discretion; (iii) such Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s credit committeeCredit Committee; (iv) after giving effect to such Loans and Letters of Credit, as well as to to, at Lender’s Permitted Discretion, the payment of all trade payables older than sixty (60) 60 days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Liquidity Excess Availability shall be no less than $20,000,0007,000,000; and (v) Borrowers Borrower shall have paid to Agent and Lenders, as applicable, Lender all fees due on the date hereof, and shall have paid or reimbursed Agent and Lenders, as applicable, Lender for all of Agent’s and any XxxxxxLender’s costs, charges and expenses incurred through the Closing Date (and in connection herewith, Borrowers Borrower hereby irrevocably authorize Agent authorizes Lender to charge such fees, costs, charges and expenses as Revolving Loans); and (b) All Loans and/or Letters of Credit: With respect to Loans made and/or Letters of Credit issued, on the Closing Date and/or at any time thereafter, in addition to the conditions specified in clause (a) above as applicable, (i) Borrowers Borrower shall have provided to Agent such information as Agent may require in order to determine Lender the most recent Borrowing BaseBase Certificate, as of such borrowing or issue date, after giving effect to such Loans and/or Letters of Credit, as applicable; (ii) each applicable Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent Lender such further agreements, instruments, documents, proxies and certificates as Agent Lender may require in connection therewith; (iii) each of the representations and warranties set forth in this Agreement, the Information Certificate(s) Agreement and in the other Loan Documents shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of the date such Loan is made and/or such Letter of Credit is issued (or to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of such earlier date), both before and after giving effect thereto; and (iv) no Default or Event of Default shall be in existence, both before and after giving effect thereto.

Conditions of Making the Loans and Issuing Letters of Credit. Each Lender’s obligation to make any Loan or issue or cause any Letter of Credit to be issued under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent and Lenders Lender (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to AgentLender) as of each day that such Loan is made or such Letter of Credit is issued, as applicable: (a) Loans and Letters of Credit Made and/or Issued on the Closing Date: With respect to Loans made, and/or Letters of Credit issued, on the Closing Date, (i) each applicable Loan Party shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent Lender such agreements, instruments, documents and/or certificates listed on the closing checklist attached hereto as Exhibit B; (ii) Agent and the applicable Lender shall have completed their respective its business and legal due diligence pertaining to the Loan Parties, their respective businesses and assets, with results thereof satisfactory to Agent and such Lender in its sole discretion; (iii) such Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s credit committee; (iv) after giving effect to such Loans and Letters of Credit, as well as to the payment of all trade payables older than sixty (60) days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Liquidity Excess Availability shall be no less than $20,000,0006,000,000; and (viv) Borrowers shall have paid to Agent and Lenders, as applicable, Lender all fees due on the date hereof, and shall have paid or reimbursed Agent and Lenders, as applicable, Lender for all of Agent’s and any XxxxxxLender’s costs, charges and expenses incurred through the Closing Date (and in connection herewith, Borrowers hereby irrevocably authorize Agent Lender to charge such fees, costs, charges and expenses as Revolving Loans); and (b) All Loans and/or Letters of Credit: With respect to Loans made and/or Letters of Credit issued, on the Closing Date and/or at any time thereafter, in addition to the conditions specified in clause (a) above as applicable, (i) Borrowers shall have provided to Agent Lender such information as Agent Lender may require in order to determine the Borrowing Base, as of such borrowing or issue date, after giving effect to such Loans and/or Letters of Credit, as applicable; (ii) each applicable Loan Party shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent Lender such further agreements, instruments, documents, proxies and certificates as Agent Lender may require in connection therewith; (iii) each of the representations and warranties set forth in this Agreement, the Information Certificate(s) and in the other Loan Documents shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of the date such Loan is made and/or such Letter of Credit is issued (or to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of such earlier date), both before and after giving effect thereto; and (iv) no Default or Event of Default shall be in existence, both before and after giving effect thereto.

Conditions of Making the Loans and Issuing Letters of Credit. Each Lender’s obligation to make any Loan or issue or cause any Letter of Credit to be issued under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent and Lenders (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent) as of each day that such Loan is made or such Letter of Credit is issued, as applicable: (a) Loans and Letters of Credit Made and/or Issued on the Closing Date: With respect to Loans made, and/or Letters of Credit issued, on the Closing Date, (i) each applicable Loan Party shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents and/or certificates listed on the closing checklist attached hereto as Exhibit B; (ii) Agent and the applicable Lender shall have completed their respective its business and legal due diligence pertaining to the Loan Parties, their respective businesses and assets, with results thereof satisfactory to Agent and such Lender in its sole discretion; (iii) such each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s credit committeeCredit Committee; (iv) after giving effect to such Loans and Letters of Credit, as well as to the payment of all critical trade payables (other than those owing to AT&T Inc. and CSC Holdings, LLC and their respective Subsidiaries and Affiliates older than sixty (60) days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date), closing costs and any book overdraft, Minimum Liquidity shall be no less than $20,000,000; 20,000,000 and (v) Borrowers shall have paid to Agent and Lenders, as applicable, all fees due on the date hereof, and shall have paid or reimbursed Agent and Lenders, as applicable, for all of Agent’s and any Xxxxxx’s Lenders’ costs, charges and expenses incurred through the Closing Date (and in connection herewith, Borrowers hereby irrevocably authorize Agent to charge such fees, costs, charges and expenses as Revolving Loans); and (b) All Loans and/or Letters of Credit: With respect to Loans made and/or Letters of Credit issued, on the Closing Date and/or at any time thereafter, in addition to the conditions specified in clause (a) above as applicable, (i) Borrowers shall have provided to Agent such information as Agent may require in order to determine the Borrowing Base, as of such borrowing or issue date, after giving effect to such Loans and/or Letters of Credit, as applicable; (ii) each applicable Loan Party shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such further agreements, instruments, documents, proxies and certificates as Agent may require in connection therewith; (iii) each of the representations and warranties set forth in this Agreement, the Information Certificate(s) and in the other Loan Documents shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of the date such Loan is made and/or such Letter of Credit is issued (or to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of such earlier date), both before and after giving effect thereto; and (iv) no Default or Event of Default shall be in existence, both before and after giving effect thereto.

Conditions of Making the Loans and Issuing Letters of Credit. Each Lender’s obligation to make any Loan or issue or cause any Letter of Credit to be issued under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent and Lenders Lender (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to AgentLender) as of each day that such Loan is made or such Letter of Credit is issued, as applicable: (a) Loans and Letters of Credit Made and/or Issued on the Closing Date: With respect to Loans made, and/or Letters of Credit issued, on the Closing Date, (i) each applicable Loan Party shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent Lender such agreements, instruments, documents and/or certificates listed on the closing checklist attached hereto as Exhibit B; (ii) Agent and the applicable Lender shall have completed their respective its business and legal due diligence pertaining to the Loan Parties, their respective businesses and assets, with results thereof satisfactory to Agent and such Lender in its sole discretion; (iii) such Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s credit committeeCredit Committee; (iv) after giving effect to such Loans and Letters of Credit, as well as Excess Availability after giving effect to the payment of all trade payables older than sixty (60) days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Liquidity Availability Block shall be no less than $20,000,0004,500,000; and (v) Borrowers shall have paid to Agent and Lenders, as applicable, Lender all fees due on the date hereof, and shall have paid or reimbursed Agent and Lenders, as applicable, Lender for all of Agent’s and any Xxxxxx’s costs, charges and expenses incurred through the Closing Date (and in connection herewith, Borrowers hereby irrevocably authorize Agent Lender to charge such fees, costs, charges and expenses as Revolving Loans); and (b) All Loans and/or Letters of Credit: With respect to Loans made and/or Letters of Credit issued, on the Closing Date and/or at any time thereafter, in addition to the conditions specified in clause (a) above as applicable, (i) Borrowers shall have provided to Agent Lender such information as Agent Lender may require in order to determine the Borrowing Base, as of such borrowing or issue date, after giving effect to such Loans and/or Letters of Credit, as applicable; (ii) each applicable Loan Party shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent Lender such further agreements, instruments, documents, proxies and certificates as Agent Lender may require in connection therewith; (iii) each of the representations and warranties set forth in this Agreement, the Information Certificate(s) and in the other Loan Documents shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of the date such Loan is made and/or such Letter of Credit is issued (or to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of such earlier date), both before and after giving effect thereto; and (iv) no Default or Event of Default shall be in existence, both before and after giving effect thereto.

Conditions of Making the Loans and Issuing Letters of Credit. Each Lender’s obligation to make any Loan or issue or cause any Letter of Credit to be issued under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent and Lenders Lender (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to AgentLender) as of each day that such Loan is made or such Letter of Credit is issued, as applicable: (a) Loans and Letters of Credit Made and/or Issued on the Closing Date: With respect to Loans made, and/or Letters of Credit issued, on the Closing Date, (i) each applicable Loan Party shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or and/or delivered, to Agent Lender such agreements, instruments, documents and/or certificates listed on the closing checklist attached hereto as Exhibit B; (ii) Agent and the applicable Lender shall have completed their respective its business and legal due diligence pertaining to the Loan Parties, their respective businesses and assets, with results thereof satisfactory to Agent and such Lender in its sole discretion; (iii) such Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s credit committeeCredit Committee; (iv) after giving effect to such Loans and Letters of Credit, as well as to the payment of all critical trade payables older than sixty (60) days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Liquidity Excess Availability shall be no less than $20,000,0004,000,000; and (v) Borrowers shall have paid to Agent and Lenders, as applicable, all fees due on the date hereof, and shall have paid or reimbursed Agent and Lenders, as applicable, for all of Agent’s and any Xxxxxx’s costs, charges and expenses incurred through the Closing Date (and in connection herewith, Borrowers hereby irrevocably authorize Agent to charge such fees, costs, charges and expenses as Revolving Loans); and (b) All Loans and/or Letters of Credit: With respect to Loans made and/or Letters of Credit issued, on the Closing Date and/or at any time thereafter, in addition to the conditions specified in clause (a) above as applicable, (i) Borrowers shall have provided to Agent such information as Agent may require in order to determine the Borrowing Base, as of such borrowing or issue date, after giving effect to such Loans and/or Letters of Credit, as applicable[reserved]; (iivi) each applicable Loan Party shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such further agreements, instruments, documents, proxies and certificates as Agent may require in connection therewith; (iii) each of the representations and warranties set forth in this Agreement, the Information Certificate(s) and in the other Loan Documents shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of the date such Loan is made and/or such Letter of Credit is issued (or to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of such earlier date), both before and after giving effect thereto; and (iv) no Default or Event of Default shall be in existence, both before and after giving effect thereto.[reserved];

Conditions of Making the Loans and Issuing Letters of Credit. Each Lender’s obligation to make any Loan or issue or cause any Letter of Credit to be issued under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent and Lenders Lender (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to AgentLender) as of each day that such Loan is made or such Letter of Credit is issued, as applicable: (a) Loans and Letters of Credit Made and/or Issued on the Closing Date: With respect to Loans made, and/or Letters of Credit issued, on the Closing Date, (i) each applicable Loan Party shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent Lender such agreements, instruments, documents and/or certificates listed on the closing checklist attached hereto as Exhibit B to which a Loan Party is a party (other than any item listed in the section labeled “Post Closing Deliverables and Covenants” on Exhibit B); (ii) Agent and the applicable Lender shall have completed their respective its business and legal due diligence pertaining to the Loan Parties, their respective businesses and assets, with results thereof satisfactory to Agent and such Lender in its sole discretion; (iii) such Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s credit committeeCredit Committee; (iv) after giving effect to such Loans and Letters of Credit, as well as to the payment of all critical trade payables older than sixty (60) days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Liquidity shall be no less than $20,000,00050,000,000; (v) since December 31, 2021, there has been no material adverse change in the financial condition, business, prospects, operations, or properties of any Loan Party; and (vvi) Borrowers shall have paid to Agent and Lenders, as applicable, Lender all fees due on the date hereof, and shall have paid or reimbursed Agent and Lenders, as applicable, Lender for all of Agent’s and any Xxxxxx’s costs, charges and expenses incurred through the Closing Date (and in connection herewith, Borrowers hereby irrevocably authorize Agent Lender to charge such fees, costs, charges and expenses as Revolving Loans); and (b) All Loans and/or Letters of Credit: With respect to Loans made and/or Letters of Credit issued, on the Closing Date and/or at any time thereafter, in addition to the conditions specified in clause (a) above as applicable, (i) Borrowers shall have provided to Agent Lender such information as Agent Lender may require in order to determine the Borrowing Base, as of such borrowing or issue date, after giving effect to such Loans and/or Letters of Credit, as applicable; (ii) each applicable Loan Party shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent Lender such further agreements, instruments, documents, proxies and certificates as Agent Lender may reasonably require in connection therewith; (iii) each of the representations and warranties set forth in this Agreement, the Information Certificate(s) ), as may be amended, and in the other Loan Documents shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of the date such Loan is made and/or such Letter of Credit is issued (or to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of such earlier date), both before and after giving effect thereto; and (iv) no Default or Event of Default shall be in existence, both before and after giving effect thereto.

Conditions of Making the Loans and Issuing Letters of Credit. Each Lender’s obligation to make any Loan or issue or cause any Letter of Credit to be issued under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner reasonably acceptable to Agent and Lenders Lender (and as applicable, pursuant to documentation which in each case is in form and substance reasonably acceptable to AgentLender) as of each day that such Loan is made or such Letter of Credit is issued, as applicable: (a) Loans and Letters of Credit Made and/or Issued on the Closing Date: With respect to Loans made, and/or Letters of Credit issued, on the Closing Date, (i) each applicable Loan Party Borrower shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent Lender such agreements, instruments, documents, proxies and certificates as Lender may reasonably require, and including such other agreements, instruments, documents and/or certificates listed on the closing checklist attached hereto as Exhibit B; (ii) Agent and the applicable Lender shall have completed their respective its business and legal due diligence pertaining to the Loan PartiesBorrower, their respective businesses and assets, with results thereof satisfactory to Agent and such Lender in its sole discretion; (iii) such Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s credit committeeCredit Committee; (iv) after giving effect to such Loans and Letters of Credit, as well as to the payment of all trade payables older than sixty (60) 60 days past due and the consummation of all transactions contemplated hereby to occur on the Closing Datedue, closing costs and any book overdraft, Liquidity Excess Availability plus immediately available unencumbered cash and cash equivalents on hand of Borrower shall be no less than $20,000,0003,000,000; and (v) Borrowers Borrower shall have paid to Agent and Lenders, as applicable, Lender all fees due on the date hereof, and shall have paid or reimbursed Agent and Lenders, as applicable, Lender for all of Agent’s and any XxxxxxLender’s costs, charges and expenses incurred through the Closing Date (and for which Borrower has received invoices in reasonable detail at least 2 Business Days prior to the Closing Date, and in connection herewith, Borrowers Borrower hereby irrevocably authorize Agent authorizes Lender to charge such fees, costs, charges and expenses as Revolving Loans); and (bvi) All Loans and/or Letters of Credit: With respect to Loans made and/or Letters of Credit issued, on the Closing Date and/or at any time thereafter, in addition to the conditions specified in clause (a) above as applicable, (i) Borrowers Borrower shall have provided to Agent Lender such information as Agent Lender may reasonably require in order to determine the Borrowing BaseBase (including the items set forth in Section 5.15(a)), as of such borrowing or issue date, after giving effect to such Loans and/or Letters of Credit, as applicable; and (iivii) each applicable Loan Party Borrower shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent Lender such further agreements, instruments, documents, proxies and certificates as Agent Lender may reasonably require in connection therewith; . (iiib) All Loans and/or Letters of Credit: With respect to Loans made and/or Letters of Credit issued, on the Closing Date (in addition to the conditions specified in Section 1.6(a) above as applicable) and/or at any time thereafter, (i) each of the representations and warranties set forth in this Agreement, the Information Certificate(s) Agreement and in the other Loan Documents shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of the date such Loan is made and/or such Letter of Credit is issued (or to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of such earlier date), both before and immediately after giving effect thereto; and (ivii) no Default or Event of Default shall be in existence, both before and immediately after giving effect thereto.

Conditions of Making the Loans and Issuing Letters of Credit. Each Lender’s obligation to make any Loan or issue or cause any Letter of Credit to be issued under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent and Lenders Lender (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to AgentLender) as of each day that such Loan is made or such Letter of Credit is issued, as applicable: (a) Loans and Letters of Credit Made and/or Issued on the Closing Date: With respect to Loans made, and/or Letters of Credit issued, on the Closing Date, (i) each applicable Loan Party shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent Lender such agreements, instruments, documents and/or certificates listed on the closing checklist attached hereto as Exhibit B; (ii) Agent and the applicable Lender shall have completed their respective its business and legal due diligence pertaining to the Loan Parties, their respective businesses and assets, with results thereof satisfactory to Agent and such Lender in its sole discretion; (iii) such Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s credit committeeCredit Committee; (iv) after giving effect to such Loans and Letters of Credit, as well as to the payment of all trade payables (other than trade payables to Brightstar but including the payment of $1,200,000 made to Brightstar whether or not made on the Closing Date) older than sixty (60) days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Liquidity Excess Availability (after giving effect to the Availability Block) shall be no less than $20,000,0001,000,000; (vi) Lender shall have received proceeds of an equity raise and/or Subordinated Debt in respect of the Loan Parties in an amount at least equal to $4,800,000 on terms and conditions satisfactory to Lender; and (vvii) Borrowers shall have paid to Agent and Lenders, as applicable, Lender all fees due on the date hereof, and shall have paid or reimbursed Agent and Lenders, as applicable, Lender for all of Agent’s and any XxxxxxLender’s costs, charges and expenses incurred through the Closing Date (and in connection herewith, Borrowers hereby irrevocably authorize Agent Lender to charge such fees, costs, charges and expenses as Revolving Loans); and (b) All Loans and/or Letters of Credit: With respect to Loans made and/or Letters of Credit issued, on the Closing Date and/or at any time thereafter, in addition to the conditions specified in clause (a) above as applicable, (i) Borrowers shall have provided to Agent such information as Agent may require in order to determine the Borrowing Base, as of such borrowing or issue date, after giving effect to such Loans and/or Letters of Credit, as applicable; (ii) each applicable Loan Party shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such further agreements, instruments, documents, proxies and certificates as Agent may require in connection therewith; (iii) each of the representations and warranties set forth in this Agreement, the Information Certificate(s) and in the other Loan Documents shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of the date such Loan is made and/or such Letter of Credit is issued (or to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of such earlier date), both before and after giving effect thereto; and (iv) no Default or Event of Default shall be in existence, both before and after giving effect thereto.