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 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 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 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 Credit Documents or (ii) that any condition set out in Sections 3.01, 3.02 5.01 or 3.03 5.02 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: (ia) cancel or reduce any of its Commitments; (iib) rescind, terminate or cancel the Loan Credit Documents or the Commitments 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 (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; (iiic) 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 3.03, as applicable, 5.02 have not been satisfied; (ivd) 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 (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 (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 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 Pace Acquisition Date or is outstanding at any time after the Pace Acquisition 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 Term A-1 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 the Term A-1 Facility (but without prejudice to its rights under Section 4.02 or Section 4.03(a), 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 4.02 or 3.034.03(a), 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 (A) delay 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 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 Pace Acquisition 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 Pace Acquisition Date or at any time after the Pace Acquisition 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, 2 Pursuant to the Fourth Amendment dated as of February 14, 2017 among the Company, the Lenders party thereto and the Administrative Agent, “each Advance under the Delayed Draw Term A Facility shall be subject only to the conditions set forth in Section 4.4 of the Credit Agreement (ii) that any condition set out for the avoidance of doubt, with applicable references to Revolving Credit Lenders and Revolving Credit Loans to be deemed references to Delayed Draw Term A Lenders and Delayed Draw Term A Loans for such purpose).” 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 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 Sections 4.1, 4.3 or 3.034.5, 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.