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. 27 of the Credit Agreement, we hereby provide you with this Allocation Reporting Letter for the purpose of reporting on the actual use of proceeds of the Advances pursuant to the Credit Agreement.
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 Subsidiary Borrower Designation Letter Agreement and further agrees that the Administrative Agent and each Lender may conclusively rely on the foregoing authorization. The Company hereby confirms and agrees that after giving effect to this Designation Letter the Guarantee of the Company contained in Article III of the Credit Agreement shall apply to all of the obligations of the Subject Subsidiary under the Credit Agreement. The Subject Subsidiary hereby represents and warrants:
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. 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. 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. 27 of the Credit Agreement, we hereby provide you with this Impact Reporting Letter for the purpose of reporting on the expected impact of the use of proceeds of the Advances pursuant to the Credit Agreement.
Pursuant to Section 10. 6 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 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. 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 equity of QELP (or any successor following any merger or conversion pursuant to the Recombination Agreement) 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 QELP First Lien Credit Agreement), and on a second lien priority basis, Debtor’s guarantee of the Obligations (as defined in the QELP Second Lien Credit Agreement).
