Pursuant to Section 10. 1(a) of the Existing Credit Agreement, the Company and the Required Lenders hereby waive Section 2.13(a) of the Credit Agreement to the extent necessary to permit the increases, decreases and extensions, on a non-pro-rata basis, of the Commitments of Extending Lenders contemplated by this Amendment Agreement set forth on Schedule 1.1A (Commitments) hereto.
Pursuant to Section 10. 02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.
Pursuant to Section 10. 16 of the Credit Agreement, the Subject Subsidiary hereby authorizes and empowers the Company to act as its representative and attorney-in-fact for the purposes of signing documents and giving and receiving notices (including notices of Borrowing under the Credit Agreement) and other communications in connection with the Credit Agreement and the transactions contemplated thereby and for the purposes of modifying or amending any provision of the Credit Agreement and further agrees that the Administrative Agent and each Lender may conclusively rely on the foregoing authorization. Exhibit E
Pursuant to Section 10. 21 of the Second Amended and Restated Credit Agreement, upon the closing of the Recombination each Lender, together with the Administrative Agent and the Collateral Agent, agreed to release, discharge and terminate any Lien against the equity of QMLP (or any successor following any merger or conversion) pledged to secure the Obligations in order for Debtor to pledge all such equity to secure, on a first lien priority basis, Debtor’s guarantee of the Obligations (as defined in the QMLP Credit Agreement).
Pursuant to Section 10. 02 of the Credit Agreement, the Borrower has requested that the Lenders amend, and subject to the satisfaction of the conditions precedent to effectiveness set forth in Section 3 hereof, the Lenders party hereto (consisting of at least the Required Lenders immediately prior to the Amendment Effective Date (as defined below)) have agreed to amend, certain terms of the Credit Agreement as set forth herein so as to reprice the Loans as set forth hereunder; and
Pursuant to Section 10. 4 of the Operating Agreement, the Manager and a Supermajority-in-Interest of the Members have agreed to amend the terms of the Operating Agreement as provided in this Amendment in order to, among other things, reflect (i) the additional Common Units issued to Xxxxx in connection with the additional capital contributions made by Xxxxx described above, (ii) the issuance of the NDEx Seller Units to the NDEx Sellers and (iii) the liquidity right agreed to be granted to the NDEx Sellers.
Pursuant to Section 10. 01 of the Second Lien Credit Agreement and subject to the terms and conditions set forth herein, including, without limitation, the conditions to effectiveness set forth in Section 5 of this Agreement, the Second Lien Administrative Agent and the Lenders hereby waive the Waived Second Lien Events of Default.
Pursuant to Section 10. 02 of the Base Indenture, from and after the consummation of the merger of the Initial Parent Guarantor with and into the Successor Parent Guarantor, the Successor Parent Guarantor shall succeed to, and be substituted for, the Initial Parent Guarantor, and may exercise every right and power of, the Initial Parent Guarantor under the Indenture with the same effect as if the Successor Parent Guarantor had been named as the Initial Parent Guarantor under the Indenture.
Pursuant to Section 10. 15 of the Credit Agreement or if any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement (including by way of merger and including any assets transferred to a Subsidiary that is not a Loan Party, in each case, in a transaction permitted by the Credit Agreement), then the Lien granted under this Agreement on such Collateral shall be automatically released, and the Pari Passu Collateral Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable to evidence the release of the Liens created hereby on such Collateral, including, for the avoidance of doubt, notices of termination of the assignment and other related documents with respect to any Property for which an assignment has been made pursuant to any of the Loan Documents which is being sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement. A Guarantor shall be automatically released from its obligations hereunder (i) in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement, (ii) [reserved] or (iii) upon such Guarantor becoming an Excluded Subsidiary (other than pursuant to clause (b) of the definition thereof) or ceasing to be a Subsidiary, in each case in accordance with the terms of the Credit Agreement, and the Pari Passu Collateral Agent, at the request and sole expense of the Borrower, shall promptly execute and deliver to the Borrower all releases or other documents reasonably necessary or desirable to evidence the release of such obligations. All releases or other documents delivered by the Pari Passu Collateral Agent pursuant to this Section 8.15(b) shall be without recourse to, or warranty by, the Pari Passu Collateral Agent.
Pursuant to Section 10. 8 of the Credit Agreement, the Required Lenders hereby authorize each of the Administrative Agent and the Collateral Agent to enter into amendments to the ABL Intercreditor Agreement and to any Security Document, in each case, as are reasonably acceptable to the Administrative Agent and the Collateral Agent, in order to reflect (i) the joinder of the Netherlands Borrower (and any future Subsidiary Borrower in accordance with the Amended Credit Agreement) as a Borrower under the Amended Credit Agreement and (ii) the agreement by each of the U.S. Borrower and the other Loan Parties to guarantee and provide Collateral to secure the obligations of the Netherlands Borrower (and any future Subsidiary Borrower) under the Loan Documents.