Common use of Actions by Lenders During the Certain Funds Period Clause in Contracts

Actions by Lenders During the Certain Funds Period. During the Certain Funds Period and notwithstanding (i) any provision to the contrary in the Loan Documents or (ii) that any condition set out in Sections 3.01, 3.02 or 3.03 may subsequently be determined to not have been satisfied or any representation given was incorrect in any material respect, none of the Lenders nor the Administrative Agent shall, unless a Certain Funds Default has occurred and is continuing or would result from a proposed borrowing or a Certain Funds Representation remains incorrect or, if a Certain Funds Representation does not include a materiality concept, incorrect in any material respect, be entitled to: (i) cancel any of its Commitments; (ii) rescind, terminate or cancel the Loan Documents or the Commitments or exercise any similar right or remedy or make or enforce any claim under the Loan Documents it may have to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; (iii) refuse to participate in the making of an Advance for Certain Funds Purposes unless the conditions set forth in Section 3.02 or, after the Closing Date, 3.03, as applicable, have not been satisfied; (iv) exercise any right of set-off or counterclaim in respect of an Advance to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing under any Loan Document to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Lenders and the Administrative Agent notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

Actions by Lenders During the Certain Funds Period. During the Certain Funds Period and notwithstanding (i) any provision to the contrary in the Loan Documents or (ii) that any condition set out in Sections 3.01, 3.02 or 3.03 Section 3.01 may subsequently be determined to not have been satisfied or any representation or warranty given on the Effective Date was incorrect in any material respect, none of the Lenders nor the Administrative Agent Agents shall, unless a Certain Funds Default has occurred and is continuing or would result from a proposed borrowing or a Certain Funds Representation remains incorrect or, if a Certain Funds Representation does not include a materiality concept, incorrect in any material respectBorrowing, be entitled to: (i) cancel any of its Commitments; (ii) (x) rescind, terminate terminate, repudiate, claim invalidity of or cancel the Loan Documents or the Commitments or Commitments, (y) exercise any similar right or remedy or (z) make or enforce any claim under the Loan Documents it may have to the extent extent, in this clause (z), to do so would prevent prevent, delay, limit or limit (A) adversely impact the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; (iii) refuse to participate in the making of an Advance (or the funding of its Pre- Closing Funded Amount on the Pre-Closing Funding Date, if applicable) for Certain Funds Purposes unless the applicable conditions set forth in Section 3.02 or, after the Closing Date, 3.03, as applicable, have not been satisfiedsatisfied (or waived by the Required Lenders) as of the applicable date; (iv) exercise any right of set-off or counterclaim in respect of an Advance (or the funding of its Pre-Closing Funded Amount on the Pre-Closing Funding Date, if applicable) to the extent to do so would prevent prevent, delay, limit or limit (A) adversely impact the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing under any Loan Document to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Lenders and the Administrative Agent notwithstanding that they may not have been used or been available for use during the Certain Funds Period.Document;

Actions by Lenders During the Certain Funds Period. During the Certain Funds Period and notwithstanding (i) any provision to the contrary in the Loan Documents or (ii) that any condition set out in Sections 3.01, 3.02 or 3.03 Section 3.01 may subsequently be determined to not have been satisfied or any representation or warranty given on the Effective Date was incorrect in any material respect, none of the Lenders nor the Administrative Agent Agents shall, unless a Certain Funds Default has occurred and is continuing or would result from a proposed borrowing or a Certain Funds Representation remains incorrect or, if a Certain Funds Representation does not include a materiality concept, incorrect in any material respectBorrowing, be entitled to: (i) cancel any of its Commitments; (ii) (x) rescind, terminate terminate, repudiate, claim invalidity of or cancel the Loan Documents or the Commitments or Commitments, (y) exercise any similar right or remedy or (z) make or enforce any claim under the Loan Documents it may have to the extent extent, in this clause (z), to do so would prevent prevent, delay, limit or limit (A) adversely impact the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; (iii) refuse to participate in the making of an Advance (or the funding of its Pre-Closing Funded Amount on the Pre-Closing Funding Date, if applicable) for Certain Funds Purposes unless the applicable conditions set forth in Section 3.02 or, after the Closing Date, 3.03, as applicable, have not been satisfiedsatisfied (or waived by the Required Lenders) as of the applicable date; (iv) exercise any right of set-off or counterclaim in respect of an Advance (or the funding of its Pre-Closing Funded Amount on the Pre-Closing Funding Date, if applicable) to the extent to do so would prevent prevent, delay, limit or limit (A) adversely impact the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing under any Loan Document to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds PurposesDocument; provided that immediately upon the expiry of the Certain Funds Period Period, but subject to any limitations set forth herein, including with respect to the Borrower’s remedies prior to the Clean-up Date, all such rights, remedies and entitlements shall be available to the Lenders and the Administrative Agent Agents notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

Actions by Lenders During the Certain Funds Period. During the Certain Funds Period and notwithstanding (i) any provision to the contrary in the Loan Documents or (ii) that any condition set out otherwise, but subject to the applicable conditions in Sections 3.014.1, 3.02 or 3.03 may subsequently be determined to not have been satisfied or any representation given was incorrect in any material respect4.3 and 4.5, none of the Lenders nor the Administrative Agent Agents shall, unless (x) a Certain Funds Event of Default has occurred and is continuing at the time of or would result from immediately after giving effect to a proposed borrowing Advance or (y) a Certain Funds Representation remains incorrect in any material respect or, if a Certain Funds Representation does not include contains a materiality concept, incorrect in any material respect, be entitled to: (ia) cancel any of its Delayed Draw Term A Commitments or Term B Commitments (collectively, the “Certain Funds Commitments”; the Advances thereunder “Certain Funds Advances”), except as set forth in Section 2.4 above; (iib) rescind, terminate or cancel the Loan Documents or the Certain Funds Commitments or exercise any similar right or remedy or make or enforce any claim under the Loan Documents it may have to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds PurposesAdvances, except as set forth in Section 2.4 above; (iiic) refuse to participate in the making of an Advance for Certain Funds Purposes Advances unless the conditions expressly applicable to drawing thereof set forth in Section 3.02 orSections 4.1, after the Closing Date, 3.034.3 or 4.5, as applicable, have not been satisfied; (ivd) exercise any right of set-off or counterclaim in respect of an Advance a Loan under the Certain Funds Commitments for Certain Funds Purposes to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds PurposesAdvances; or (ve) cancel, accelerate or cause repayment or prepayment of any amounts owing under any Loan Document to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds PurposesAdvances; provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Lenders and the Administrative Agent notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

Actions by Lenders During the Certain Funds Period. During the Certain Funds Period and notwithstanding (i) any provision to the contrary in the Loan Documents or (ii) that any condition set out in Sections 3.01, 3.02 or 3.03 may subsequently be determined to not have been satisfied or any representation or warranty given as a condition thereof (other than Certain Funds Representations) was incorrect not true and correct (or, if such representation or warranty does not include a materiality concept, not true and correct in any material respect) when made or deemed to be made (or, none if a representation or warranty specifically refers to an earlier day, as of the Lenders nor the Administrative Agent shall, such earlier date) unless (a) it would be illegal for a Lender to participate in making any Advance hereunder or (y) a Certain Funds Event of Default has occurred and is continuing or would result from a proposed borrowing or a Certain Funds Representation remains incorrect orAdvance, if a Certain Funds Representation does not include a materiality concept, incorrect in any material respect, no Lender shall be entitled to (and the Administrative Agent shall not exercise any right, power or discretion to:): (i) rescind, terminate or cancel any of its the Commitments; (ii) rescind, terminate or cancel the Loan Documents or the Commitments or exercise any similar right or remedy or make or enforce any claim under the Loan Documents it may have to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; (iii) refuse to participate in the making of an Advance for Certain Funds Purposes unless the conditions set forth in Section 3.02 or, after the Closing Date, or 3.03, as applicable, have not been satisfied; (iv) exercise any right of set-off or counterclaim in respect of an Advance to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; or (v) cancel, demand, place on demand, accelerate or cause or require any payment, repayment or prepayment of any amounts owing under any Loan Document or take any other action which it would otherwise be entitled to take under Section 6.01 to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Lenders and the Administrative Agent Agents notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

Actions by Lenders During the Certain Funds Period. During the Certain Funds Period and notwithstanding (i) any provision to the contrary in the Loan Documents or (ii) that any condition set out otherwise, but subject to the applicable conditions in Sections 3.01, 3.02 or 3.03 may subsequently be determined to not have been satisfied or any representation given was incorrect in any material respect4.1 and 4.2, none of the Lenders nor the Administrative Agent Agents shall, unless (x) a Certain Funds Event of Default has occurred and is continuing at the time of or would result from immediately after giving effect to a proposed borrowing Advance or (y) a Certain Funds Representation remains incorrect in any material respect or, if a Certain Funds Representation does not include contains a materiality concept, incorrect in any material respect, be entitled to: (ia) cancel any of its Commitments, except as set forth in Section 2.4 above; (iib) rescind, terminate or cancel the Loan Documents or the Commitments or exercise any similar right or remedy or make or enforce any claim under the Loan Documents it may have to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds PurposesAdvances, except as set forth in Section 2.4 above; (iiic) refuse to participate in the making of an Advance for Certain Funds Purposes Advances unless the conditions expressly applicable to drawing thereof set forth in Section 3.02 or, after the Closing Date, 3.03Sections 4.1 or 4.2, as applicable, have not been satisfied; (ivd) exercise any right of set-off or counterclaim in respect of an Advance a Loan under the Commitments for Certain Funds Purposes to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds PurposesAdvances; or (ve) cancel, accelerate or cause repayment or prepayment of any amounts owing under any Loan Document to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds PurposesAdvances; provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Lenders and the Administrative Agent notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

Actions by Lenders During the Certain Funds Period. During the Certain Funds Period and notwithstanding (i) any provision to the contrary in the Loan Documents or (ii) that any condition set out in Sections 3.01, 3.02 or 3.03 may subsequently be determined to not have been satisfied or any representation given was incorrect in any material respect, none of the Lenders nor the Administrative Agent Agents shall, unless a Certain Funds Default has occurred and is continuing or would result from a proposed borrowing or a Certain Funds Representation remains incorrect or, if a Certain Funds Representation does not include a materiality concept, incorrect in any material respect, be entitled to: (i) cancel any of its Commitments; (ii) rescind, terminate or cancel the Loan Documents or the Commitments or exercise any similar right or remedy or make or enforce any claim under the Loan Documents it may have to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; (iii) refuse to participate in the making of an Advance for Certain Funds Purposes unless the conditions set forth in Section 3.02 or, after the Closing Date, or 3.03, as applicable, have not been satisfied; (iv) exercise any right of set-off or counterclaim in respect of an Advance to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing under any Loan Document to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Lenders and the Administrative Agent Agents notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

Actions by Lenders During the Certain Funds Period. During the Certain Funds Period and notwithstanding (i) any provision to the contrary in the Loan Documents or (ii) that any condition set out in Sections 3.01, 3.01 or 3.02 or 3.03 may subsequently be determined to not have been satisfied or any representation given was incorrect in any material respect, none of the Lenders nor the Administrative Agent shall, unless a Certain Funds Default has occurred and is continuing or would result from a proposed borrowing or a Certain Funds Representation remains incorrect or, if a Certain Funds Representation does not include a materiality concept, incorrect in any material respect, be entitled to: (i) cancel or reduce any of its Commitments; (ii) rescind, terminate or cancel the Loan Documents or the Commitments or exercise any similar right or remedy or make or enforce any claim under the Loan Documents it may have to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposespurposes; (iii) refuse to participate in the making of an Advance for Certain Funds Purposes unless the conditions set forth in Section 3.02 or, after the Closing Date, 3.03, as applicable, have not been satisfied; (iv) exercise any right of set-off or counterclaim in respect of an Advance to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing under any Loan Document to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Lenders and the Administrative Agent notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

Actions by Lenders During the Certain Funds Period. During the Certain Funds Period and notwithstanding (ix) any provision to the contrary in the Loan Credit Documents or (iiy) that any condition set out in Sections 3.015.01, 3.02 5.02 or 3.03 5.03 may subsequently be determined to not have been satisfied or any representation given was incorrect in any material respect, none of the Lenders nor the Administrative Agent shall, unless a Certain Funds Default has occurred and is continuing or would result from a proposed borrowing Borrowing or a Certain Funds Representation remains incorrect or, if a Certain Funds Representation does not include a materiality concept, incorrect in any material respect, be entitled to: (ia) cancel or reduce any of its CommitmentsTerm Loan Commitment; (iib) rescind, terminate or cancel the Loan Credit Documents or the Commitments Term Loan Commitment or exercise any similar right or remedy or make or enforce any claim under the Loan Credit Documents it may have to the extent to do so would prevent or limit (Ai) the making of an Advance the Term Loan for Certain Funds Purposes or (Bii) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; (iiic) refuse to participate in the making of an Advance the Term Loan for Certain Funds Purposes unless the conditions set forth in Section 3.02 or, after the Closing Date, 3.03, as applicable, 5.02 have not been satisfied; (ivd) exercise any right of set-off or counterclaim in respect of an Advance the Term Loan to the extent to do so would prevent or limit (Ai) the making of an Advance the Term Loan for Certain Funds Purposes or (Bii) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; oror CHAR1\1550647v12 (ve) cancel, accelerate or cause repayment or prepayment of any amounts owing under any Loan Credit Document to the extent to do so would prevent or limit (Ai) the making of an Advance the Term Loan for Certain Funds Purposes or (Bii) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Lenders and the Administrative Agent notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

Actions by Lenders During the Certain Funds Period. During the Certain Funds Period and notwithstanding (i) any provision to the contrary in the Loan Documents or (ii) that any condition set out in Sections 3.01, 3.02 4.01 or 3.03 4.02 may subsequently be determined to not have been satisfied or any representation given was incorrect in any material respect, none of the Lenders nor the Administrative Agent shall, unless a Certain Funds Default has occurred and is continuing or would result from a proposed borrowing or a Certain Funds Representation remains incorrect or, if a Certain Funds Representation does not include a materiality concept, incorrect in any material respect, be entitled to: (i) cancel or reduce any of its Commitments; (ii) rescind, terminate or cancel the Loan Documents or the Commitments or exercise any similar right or remedy or make or enforce any claim under the Loan Documents it may have to the extent to do so would prevent or limit (A) the making of an Advance a Loan for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; (iii) refuse to participate in the making of an Advance a Loan for Certain Funds Purposes unless the conditions set forth in Section 3.02 or, after the Closing Date, 3.03, as applicable, 4.02 have not been satisfied; (iv) exercise any right of set-off or counterclaim in respect of an Advance a Loan to the extent to do so would prevent or limit (A) the making of an Advance a Loan for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing under any Loan Document to the extent to do so would prevent or limit (A) the making of an Advance a Loan for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Lenders and the Administrative Agent notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

Actions by Lenders During the Certain Funds Period. During the Certain Funds Period and notwithstanding (i) any provision to the contrary in the Loan Documents or (ii) that any condition set out in Sections 3.01, 3.02 or (after the Closing Date) 3.03 may subsequently be determined to not have been satisfied (other than Section 3.02(g)) or any representation given was incorrect in any material respect, none of the Lenders nor the Administrative Designated Agent shall, unless (x) a Certain Funds Default has occurred and is continuing or would result from a proposed borrowing or borrowing, (y) a Certain Funds Representation remains incorrect or, if a Certain Funds Representation does not include a materiality concept, incorrect in any material respectrespect or (z) it is illegal for any such Lender to lend and/or there is an injunction, restraining order or equivalent prohibiting any such Lender from lending its portion of the Advances or restricting the application of the proceeds thereof, be entitled to: (ia) cancel any of its CommitmentsCommitments (subject to any Commitment reductions made pursuant to Section 2.04); (iib) rescind, terminate or cancel the Loan Documents or the Commitments (subject to any Commitment reductions made pursuant to Section 2.04) or exercise any similar right or remedy or make or enforce any claim under the Loan Documents it may have to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; (iiic) refuse to participate in the making of an Advance for Certain Funds Purposes unless the conditions set forth in Section 3.01, 3.02 or, or (after the Closing Date, ) 3.03, as applicable, have not been satisfied; (ivd) exercise any right of set-off or counterclaim in respect of an Advance to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; or (ve) cancel, accelerate or cause repayment or prepayment of any amounts owing under any Loan Document to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Lenders and the Administrative Designated Agent notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

Actions by Lenders During the Certain Funds Period. During the Certain Funds Period and notwithstanding (i) any provision to the contrary in the Loan Documents or otherwise or (ii) that any condition set out in Sections 3.01, 3.01 or 3.02 or 3.03 may subsequently be determined to not have been satisfied or any representation given was incorrect in any material respect, none of the Lenders nor the Administrative Agent Agents shall, unless a Certain Funds Default has occurred and is continuing on the proposed Closing Date or would result from a proposed borrowing or a Certain Funds Representation remains incorrect or, if a Certain Funds Representation does not include a materiality concept, incorrect in any material respect, in each case on the Closing Date, be entitled to: (i) cancel any of its Commitments, except as set forth in Section 2.05(d) above; (ii) rescind, terminate or cancel the Loan Documents or the Commitments or exercise any similar right or remedy or make or enforce any claim under the Loan Documents it may have to the extent to do so would prevent prevent, delay or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds PurposesAccount; (iii) refuse to participate in the making of an Advance for Certain Funds Purposes unless the conditions set forth in Section 3.02 or, after the Closing Date, 3.03, as applicable, have not been satisfied; (iv) exercise any right of set-off or counterclaim in respect of an Advance to the extent to do so would prevent prevent, delay or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds PurposesAccount; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing under any Loan Document to the extent to do so would prevent prevent, limit or limit delay (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds PurposesAccount; provided provided, that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Lenders and the Administrative Agent Agents notwithstanding that they may not have been used or been available for use during the Certain Funds Period; provided, further that without limiting the conditions set forth in Section 3.02 above, failure by the Borrowers to comply with the covenants set forth in Article V prior to the Closing Date shall not constitute a breach of this Agreement and the Administrative Agent and the Lenders shall have no rights or remedies with respect thereto other than with respect to a Certain Funds Default that is continuing on, or a breach of a Certain Funds Representation as of, the Closing Date.

Actions by Lenders During the Certain Funds Period. During the Certain Funds Period and notwithstanding (i) any provision to the contrary in the Loan Documents or otherwise or (ii) that any condition set out in Sections 3.01, 3.01 or 3.02 or 3.03 may subsequently be determined to not have been satisfied or any representation given was incorrect in any material respect, none of the Lenders nor the Administrative Agent Agents shall, unless a Certain Funds Default has occurred and is continuing on the proposed Closing Date or would result from a proposed borrowing or a Certain Funds Representation remains incorrect or, if a Certain Funds Representation does not include a materiality concept, incorrect in any material respect, in each case on the Closing Date, be entitled to: (i) cancel any of its Commitments, except as set forth in Section 2.05(d) above; (ii) rescind, terminate or cancel the Loan Documents or the Commitments or exercise any similar right or remedy or make or enforce any claim under the Loan Documents it may have to the extent to do so would prevent prevent, delay or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds PurposesAccount; (iii) refuse to participate in the making of an Advance for Certain Funds Purposes unless the conditions set forth in Section 3.02 or, after the Closing Date, 3.03, as applicable, have not been satisfied; (iv) exercise any right of set-off or counterclaim in respect of an Advance to the extent to do so would prevent prevent, delay or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds PurposesAccount; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing under any Loan Document to the extent to do so would prevent prevent, limit or limit delay (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds PurposesAccount; provided provided, that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Lenders and the Administrative Agent Agents notwithstanding that they may not have been used or been available for use during the Certain Funds Period; provided, further that without limiting the conditions set forth in Section 3.02 above, failure by the Borrower to comply with the covenants set forth in Article V prior to the Closing Date shall not constitute a breach of this Agreement and the Administrative Agent and the Lenders shall have no rights or remedies with respect thereto other than with respect to a Certain Funds Default that is continuing on, or a breach of a Certain Funds Representation as of, the Closing Date.

Actions by Lenders During the Certain Funds Period. During the Certain Funds Period and notwithstanding (i) any provision to the contrary in the Loan Documents or otherwise or (ii) that any condition set out in Sections 3.01, 3.01 or 3.02 or 3.03 may subsequently be determined to not have been satisfied or any representation given was incorrect in any material respect, none of the Lenders nor the Administrative Agent Agents shall, unless a Certain Funds Default has occurred and is continuing on the proposed Closing Date or would result from a proposed borrowing or a Certain Funds Representation remains incorrect or, if a Certain Funds Representation does not include a materiality concept, incorrect in any material respect, in each case on the Closing Date, be entitled to: (i) cancel any of its Term Commitments or Closing Date Revolver Portion (collectively, the “Certain Funds Commitments”; the Advances thereunder “Certain Funds Advances”), except as set forth in Section 2.07(a) above; (ii) rescind, terminate or cancel the Loan Documents or the Certain Funds Commitments or exercise any similar right or remedy or make or enforce any claim under the Loan Documents it may have to the extent to do so would prevent prevent, delay or limit (A) the making of an Advance for a Certain Funds Purposes Advance or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds PurposesAccount; (iii) refuse to participate in the making of an Advance for a Certain Funds Purposes Advance unless the conditions set forth in Section 3.02 or, after the Closing Date, 3.03, as applicable, have not been satisfied; (iv) exercise any right of set-off or counterclaim in respect of an a Certain Funds Advance to the extent to do so would prevent prevent, delay or limit (A) the making of an Advance for a Certain Funds Purposes Advance or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds PurposesAccount; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing under any Loan Document to the extent to do so would prevent prevent, limit or limit delay (A) the making of an Advance for a Certain Funds Purposes Advance or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds PurposesAccount; provided provided, that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Lenders and the Administrative Agent Agents notwithstanding that they may not have been used or been available for use during the Certain Funds Period; provided, further that without limiting the conditions set forth in Section 3.02 above, failure by the Borrowers to comply with the covenants set forth in Article V prior to the Closing Date shall not constitute a breach of this Agreement with respect the Certain Funds Commitments and Certain Funds Advances and the Administrative Agent and the Lenders shall have no rights or remedies with respect the Certain Funds Commitments and Certain Funds Advances other than with respect to a Certain Funds Default that is continuing on, or a breach of a Certain Funds Representation as of, the Closing Date.

Actions by Lenders During the Certain Funds Period. During the Certain Funds Period and notwithstanding (i) any provision to the contrary in the Loan Documents or (ii) that any condition set out in Sections 3.01, 3.02 or (after the Closing Date) 3.03 may subsequently be determined to not have been satisfied (other than Section 3.02(g)) or any representation given was incorrect in any material respect, none of the Lenders nor the Administrative Designated Agent shall, unless (x) a Certain Funds Default has occurred and is continuing or would result from a proposed borrowing or borrowing, (y) a Certain Funds Representation remains incorrect or, if a Certain Funds Representation does not include a materiality concept, incorrect in any material respectrespect or (z) it is illegal for any such Lender to lend and/or there is an injunction, restraining order or equivalent prohibiting any such Lender from lending its portion of the Advances or restricting the application of the proceeds thereof, be entitled to: (ia) cancel any of its CommitmentsCommitments (subject to any Commitment reductions made pursuant to Section 2.04); (iib) rescind, terminate or cancel the Loan Documents or the Commitments (subject to any Commitment reductions made pursuant to Section 2.04) or exercise any similar right or remedy or make or enforce any claim under the Loan Documents it may have to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; (iiic) refuse to participate in the making of an Advance for Certain Funds Purposes unless the conditions set forth in Section 3.01, 3.02 or, or (after the Closing Date, ) 3.03, as applicable, have not been satisfied; (ivd) exercise any right of set-off or counterclaim in respect of an Advance to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; or (ve) cancel, accelerate or cause repayment or prepayment of any amounts owing under any Loan Document to the extent to do so would prevent or limit (A) the making of an Advance for Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds Purposes; provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Lenders and the Administrative Agent notwithstanding that they may not have been used or been available for use during the Certain Funds Period.;

Actions by Lenders During the Certain Funds Period. During the Certain Funds Period and notwithstanding (i) any provision to the contrary in the Loan Documents or otherwise or (ii) that any condition set out in Sections 3.01, 3.02 Section 4.01 or 3.03 4.02 may subsequently be determined to not have been satisfied or any representation given was incorrect in any material respect, none of the Lenders nor the Administrative Agent shall, unless a Certain Funds Default has occurred and is continuing on the proposed Closing Date or is outstanding at any time after the Closing Date or would result from a proposed borrowing Credit Extension or a Certain Funds Representation remains incorrect or, if a Certain Funds Representation does not include a materiality concept, incorrect in any material respect, respect be entitled to: (i) cancel any of its Commitments (the “Certain Funds Commitments”; the Loans thereunder “Certain Funds Loans”), except as set forth in Section 2.06(b)(iv) above; (ii) rescind, terminate or cancel the Loan Documents or the Certain Funds Commitments or exercise any similar right or remedy or make or enforce any claim under the Loan Documents it may have to the extent to do so would prevent prevent, delay or limit (A) the making of an Advance for a Certain Funds Purposes or (B) the application of amounts standing to the credit of an Escrow Account for Certain Funds PurposesLoan; (iii) declare any Certain Funds Loan due and payable or payable on demand or require any prepayment; (iv) prevent or limit the making of any Certain Funds Loan, whether by cancellation, rescission or termination of any Facility (but without prejudice to its rights under Section 4.02 or Section 4.03, as applicable); (v) refuse to participate in the making of an Advance for a Certain Funds Purposes Loan unless the conditions set forth in Section 3.02 or, after the Closing Date, 3.034.02 or 4.03, as applicable, have not been satisfied; (ivvi) exercise any right of set-off or counterclaim or similar right or remedy in respect of an Advance a Certain Funds Loan to the extent to do so would prevent prevent, delay or limit (A) the making of an Advance for a Certain Funds Purposes Loan or (B) the application of amounts standing to the credit of an Escrow Account for prevent a Certain Funds PurposesLoan from remaining outstanding; or (vvii) cancel, accelerate or cause repayment or prepayment of any amounts owing under any Loan Document to the extent to do so would prevent prevent, limit or limit delay (A) the making of an Advance for a Certain Funds Purposes Loan or (B) the application of amounts standing to the credit of an Escrow Account for prevent a Certain Funds PurposesLoan from remaining outstanding; provided provided, that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Lenders and the Administrative Agent Agents notwithstanding that they may not have been used or been available for use during the Certain Funds Period; provided, further that without limiting the conditions set forth in Section 4.02 above, failure by the Company to comply with the covenants set forth in Articles VI and VII prior to the Closing Date shall not (except to the extent it constitutes a Certain Funds Default) constitute a breach of this Agreement with respect the Certain Funds Commitments and Certain Funds Loans and prior to the end of the Certain Funds Period the Administrative Agent and the Lenders shall have no rights or remedies with respect the Certain Funds Commitments and Certain Funds Loans other than with respect to a Certain Funds Default that is continuing on, or a breach of a Certain Funds Representation as of, the Closing Date or at any time after the Closing Date.