Material Circumstance. Any event, circumstance or condition with respect to the Borrower and its Subsidiaries that occurred in (or was first identified in the financial reporting of the Borrower with respect to) the Fiscal Year ended December 31, 2020, and that would or would reasonably be expected to (a) have a material adverse effect on the business, financial condition (taking into account the amount of contingent liabilities of the Borrower and its Subsidiaries that, in light of all of the facts and circumstances... existing at such time, would reasonably be expected to become actual or matured liabilities due prior to the Term Loan A Maturity Date), operations, or prospects of the Borrower and its Subsidiaries, taken as a whole, (b) adversely affect the ability of the Credit Parties, taken as a whole, to perform their payment obligations under the Credit Documents in any material respect as and when such obligations become due and payable, (c) impair the ability of the Credit Parties to perform their periodic financial reporting obligations under the Credit Documents in any material respect as and when such obligations are required to be performed, or (d) otherwise have a material and adverse effect on the material interests of the Lenders (in their capacities as such) under the Credit Documents or with respect to the Obligations; provided, however, that in no event shall any of the following be deemed to constitute, or be taken into account in determining whether there has been or would reasonably be expected to be, a Material Circumstance: the impacts the SARS-CoV-2 or COVID-19 pandemic on the condition (financial or otherwise), business, performance, operations, property or prospects of the Credit Parties and their Subsidiaries that occurred on or before the Amendment No. 12 Effective Date and either (i) were publicly disclosed by any Credit Party or any of their respective Subsidiaries in writing or otherwise disclosed to the Administrative Agent and the Lenders in writing or in any formal presentation, in each case, on or before the Amendment No. 12 Effective Date or (ii) not materially different, when taken as a whole, than such impacts that were disclosed pursuant to clause (i) above with respect to the Fiscal Quarter ended September 30, 2020; provided, further, that the exceptions set forth in the foregoing proviso shall not apply with respect to any effect or impact on internal control over financial reporting.View More
