Forbearance by Agent and Lenders Sample Clauses

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Forbearance by Agent and Lenders 

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Related to Forbearance by Agent and Lenders

• Reliance by Agents and Lenders The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or willful misconduct. All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

• Reliance by Administrative Agent and Lenders The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

• AGENT AND LENDERS ​ ​ ​ EICF AGENT LLC, as Agent ​ ​ ​ By: /s/ Xxxxx Xxxxxxx ​ Name: Xxxxx Xxxxxxx ​ Title: Authorized Signatory ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ ENERGY IMPACT CREDIT FUND I LP, ​ as a Lender ​ ​ ​ By: Energy Impact Credit Fund I GP LLC, its general partner ​ ​ ​ By: /s/ Xxxxx Xxxxxxx ​ Name: Xxxxx Xxxxxxx ​ Title: Managing Partner ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ CION INVESTMENT CORPORATION, ​ as a Lender ​ ​ ​ By: /s/ Xxxxx Xxxxxxx ​ Name: Xxxxx Xxxxxxx ​ Title: President & Chief Investment Officer ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ XXXXXX XXXX FUNDING II, LLC, as a Lender ​ ​ ​ By: /s/ Xxxxx Xxxxxxx ​ Name: Xxxxx Xxxxxxx ​ Title: President ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ CROWDOUT CAPITAL LLC, as a Lender ​ ​ ​ By: /s/ Xxxxxxxxx Xxxxxxxxxx ​ Name: Xxxxxxxxx Xxxxxxxxxx ​ Title: Chief Executive Officer ​ ​ ​ ​ CROWDOUT CREDIT OPPORTUNITIES FUND LLC, as a Lender ​ ​ ​ By: /s/ Xxxxxxxxx Xxxxxxxxxx ​ Name: Xxxxxxxxx Xxxxxxxxxx ​ Title: Chief Executive Officer ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ ​ ​ ​ BORROWERS: ​ ​ ​ XXXXXXXX INDUSTRIAL SERVICES GROUP INC., as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Senior Vice President, Chief Administrative Officer, General Counsel and Secretary ​ ​ ​ ​ XXXXXXXX INDUSTRIAL SERVICES GROUP, L.L.C., as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ ​​ ​ ​ ​ XXXXXXXX INDUSTRIAL SERVICES, LLC, as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Assistant Secretary ​ ​ ​​ ​ ​ ​ XXXXXXXX SPECIALTY SERVICES, LLC, as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Assistant Secretary ​ ​ ​ ​ ​ XXXXXXXX PLANT SERVICES, LLC, as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Assistant Secretary ​ ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ XXXXXXXX GLOBAL SERVICES, INC., as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ CONSTRUCTION & MAINTENANCE PROFESSIONALS, LLC, as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ GUARANTORS: ​ ​ ​ GLOBAL POWER PROFESSIONAL SERVICES INC., as Guarantor ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: President ​ ​ GPEG, LLC, as Guarantor ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Vice President ​ ​ STEAM ENTERPRISES LLC, as Guarantor ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: President ​ ​ WISG CANADA LTD., as Guarantor ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ WISG NUCLEAR LTD., as Guarantor ​ ​ ​ By: /s/ Xxxxxx X. Xxxxxxx ​ Name: Xxxxxx X. Xxxxxxx ​ Title: Chief Financial Officer ​ ​ WISG ELECTRICAL LTD., as Guarantor ​ ​ ​ By: /s/ Xxxxxx X. Xxxxxxx ​ Name: Xxxxxx X. Xxxxxxx ​ Title: Chief Financial Officer ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ WISG ELECTRICAL, LLC, a New York limited liability company, as Guarantor ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ Exhibit A Marked Loan Agreement See attached. ​ ​ ​ ​ CONFORMED COPY – NOT EXECUTED IN THIS FORM INCORPORATING FIRST AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT, DATED AS OF JUNE 30, 2022, SECOND AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT, DATED AS OF DECEMBER 30, 2022, THIRD AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT, DATED AS OF JANUARY 9, 2023 AND , FOURTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT, DATED AS OF FEBRUARY 24, 2023, AND FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT, DATED AS OF MARCH 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ DATED AS OF DECEMBER 16, 2020 ​ AMONG ​ EICF AGENT LLC, ​ AS AGENT FOR THE LENDERS SIGNATORY HERETO, ​ XXXXXXXX INDUSTRIAL SERVICES GROUP INC., ​ AS BORROWER ​ AND ​ THE OTHER CREDIT PARTIES SIGNATORY HERETO ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ XXXXXXX AND XXXXXX LLP 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx New York, New York 10020 ​ ​ ​ ​ ​ TABLE OF CONTENTS ​ ​ ​ ​ ​ ​ PAGE ​ ​ ​

• AGENTS AND LENDERS rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies that Agent or any Lender may have under any other agreement, including the other Loan Documents, by operation of law or otherwise. Recourse to the Collateral shall not be required.

• Reliance by Administrative Agent, L/C Issuers and Lenders The Administrative Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices, Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance in good faith by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

• Nonliability of Agent and Lenders The relationship between the Borrower and the Lenders and the Agent shall be solely that of borrower and lender. Neither the Agent nor any Lender shall have any fiduciary responsibilities to the Borrower or the Parent and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Agent or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. Neither the Agent nor any Lender undertakes any responsibility to the Borrower or the Parent to review or inform the Borrower or the Parent of any matter in connection with any phase of the business or operations of the Borrower or the Parent.

• Nonliability of Administrative Agent and Lenders The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent, any Issuing Bank or any Lender shall have any fiduciary responsibilities to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations.

• Reliance by Administrative Agent, L/C Issuer and Lenders The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

• Payments by Agent to Lenders All payments to be made by the Agent to the applicable Lenders shall be made by bank wire transfer or internal transfer of immediately available funds to each such Lender pursuant to wire transfer instructions delivered in writing to the Agent on or prior to the Agreement Date (or if such Lender is an Assignee, on the applicable Assignment and Acceptance), or pursuant to such other wire transfer instructions as each party may designate for itself by written notice to the Agent. Concurrently with each such payment, the Agent shall identify whether such payment (or any portion thereof) represents principal, interest or fees on the Loans or otherwise. Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower have made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower has not made such payment in full to the Agent, each applicable Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

• Administrative Agent’s and Lender’s Rights In the case of any event specified in Section 4.4.1 [Unascertainable] above, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a LIBOR Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Unascertainable] and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.2 [