Common use of Consents and Agreements Clause in Contracts

Consents and Agreements. 1. Notwithstanding anything to the contrary contained in the Credit Agreement or in the First Amendment, the Lenders hereby acknowledge and agree that (i) (x) the Designated Grove Indebtedness shall not be required to be refinanced pursuant to the Grove Refinancing, (y) the conditions to the consummation of the Grove Acquisition set forth in clause (v) of Section 1, Part I of the First Amendment shall, to the extent applicable to the Designated Grove Indebtedness, not be required to be satisfied and (z) the Designated Grove Indebtedness shall be permitted to remain outstanding without any violation of 9.04, in each case until the 40th day following the consummation of the Grove Acquisition, so long as immediately following the consummation of the Grove Acquisition, Grove shall have delivered an irrevocable notice of redemption with respect to the Designated Grove Indebtedness to the holders thereof pursuant to, and in accordance with the terms of, the indenture governing the Designated Grove Indebtedness, (ii) the Grove Acquired Entities shall not be required to enter into counterparts of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement (or to comply with the provisions of Section 9.17 of the Credit Agreement and clauses (xii), (xiii), (xv), (xvi) and (xvii) of Section 1, Part I of the First Amendment) until the earlier to occur of (x) the 40th day following the consummation of the Grove Acquisition and (y) the date of the consummation of the refinancing of the Designated Grove Indebtedness as contemplated by preceding clause (i), so long as (and only so long as) all of the capital stock of Grove (as the surviving corporation of the merger of Giraffe Merger Sub with and into Grove pursuant to the Grove Acquisition) shall have been pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement on the First Amendment Acquisition Effective Date, (iii) Revolving Loans and Swingline Loans otherwise required to be incurred on the First Amendment Acquisition Effective Date to repay, in part, the Designated Grove Indebtedness as contemplated by Section 7.08(c) of the Credit Agreement shall be incurred on the date of the consummation of the refinancing of the Designated Grove Indebtedness as contemplated by preceding clause (i) and (iv) the portion of the proceeds from the issuance of the New Senior Subordinated Notes (if any) otherwise required to be used on the First Amendment Acquisition Effective Date to refinance, in part, the Designated Grove Indebtedness shall be held in a cash collateral account pledged in favor of the Collateral Agent to secure the Obligations of the Borrower under the Credit Agreement pursuant to documentation satisfactory to the Collateral Agent until the refinancing of the Designated Grove Indebtedness and, thereupon, released and applied (prior to the application of Revolving Loans or Swingline Loans for such purpose) to refinance the Designated Grove Indebtedness. 2. Notwithstanding anything to the contrary contained in the Credit Agreement, the Borrower hereby covenants and agrees that, at all times prior to the refinancing of the Designated Grove Indebtedness (unless the proceeds of the respective incurrence of Loans are to be utilized to refinance the Designated Grove Indebtedness and/or pay related premiums), it shall not incur any Loans or request the issuance of any Letter of Credit if the incurrence of such Loans or the issuance of such Letter of Credit would cause the Total Unutilized Revolving Loan Commitment at such time (after giving effect to the respective incurrence or issuance) to be less than $40,000,000. 3. The Borrower hereby agrees that the failure to comply with any agreement or covenant contained in this Consent shall constitute an "Event of Default" for all purposes of the Credit Agreement, entitling the Lenders and the Administrative Agent to take all actions and remedies described in Section 10 of the Credit Agreement.

Consents and Agreements. 1. Notwithstanding anything to the contrary contained in the Credit Agreement or in the First Amendment, the Lenders hereby acknowledge and agree that (i) (x) promptly upon the Borrower's designation of the Designated Grove Indebtedness Subsidiary as an "Unrestricted Subsidiary" for purposes of the Senior Subordinated Note Indenture (which designation shall not be required to be refinanced pursuant made by the Borrower in good faith no sooner than 3 Business Days prior to the Grove Refinancing, (y) date the conditions to the consummation of the Grove Acquisition set forth in clause (v) of Section 1, Part I of the First Amendment shall, to the extent applicable to the Designated Grove Indebtedness, not Borrower believes will be required to be satisfied and (z) the Designated Grove Indebtedness shall be permitted to remain outstanding without any violation of 9.04, in each case until the 40th day following the consummation of the Grove Acquisition, so long as immediately following the consummation of the Grove Acquisition, Grove shall have delivered an irrevocable notice of redemption with respect to the Designated Grove Indebtedness to the holders thereof pursuant to, and in accordance with the terms of, the indenture governing the Designated Grove Indebtedness, (ii) the Grove Acquired Entities shall not be required to enter into counterparts of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement (or to comply with the provisions of Section 9.17 of the Credit Agreement and clauses (xii), (xiii), (xv), (xvi) and (xvii) of Section 1, Part I of the First Amendment) until the earlier to occur of (x) the 40th day following the consummation of the Grove Acquisition and (y) the date of the consummation of the refinancing sale of the Designated Grove Indebtedness as contemplated by preceding clause (iSubsidiary pursuant to the Consent Decree and otherwise in accordance with the terms of the Senior Subordinated Note Indenture), so long the Administrative Agent and the Collateral Agent, as applicable, shall (and only so long asshall be authorized to) all release the Designated Subsidiary from the Subsidiaries Guaranty and the Security Documents to which it is a party and to take such further actions deemed appropriate by the Collateral Agent to effectuate the release and discharge of the security interests in the Collateral owned by the Designated Subsidiary created pursuant to the Security Documents (it being understood, however, that the capital stock of Grove (as the surviving corporation of Designated Subsidiary shall remain subject to the merger of Giraffe Merger Sub with and into Grove pledge pursuant to the Grove Acquisition) shall have been pledged to Pledge Agreement in favor of the Collateral Agent for the benefit of the Secured Creditors Creditors, until released in accordance with the terms thereof (whether in connection with the sale of the Designated Subsidiary pursuant to the Pledge Agreement Consent Decree or otherwise)); provided that (i) in the event that the Borrower shall redesignate the Designated Subsidiary as a "Restricted Subsidiary" for purposes of the Senior Subordinated Note Indenture, the Designated Subsidiary shall comply with all of the requirements of Section 9.17 on the date of such redesignation as if it were a newly-created Wholly-Owned Subsidiary of the Borrower on such date and (ii) notwithstanding anything to the contrary contained in the Credit Agreement, (x) at all times on and after the First Amendment Acquisition Effective Date, (iii) Revolving Loans and Swingline Loans otherwise required the Designated Subsidiary shall be deemed not to be incurred on a Subsidiary Guarantor or a Wholly-Owned Subsidiary of the First Amendment Acquisition Effective Date to repay, in part, Borrower for purposes of Sections 9.02(ix) and (x) and Sections 9.05(ix) and (x) of the Credit Agreement (even though the Designated Grove Indebtedness as contemplated Subsidiary may in fact be a Wholly-Owned Subsidiary of the Borrower party to the Subsidiaries Guaranty at such time) and (y) any Investments made by the Borrower or any of its Subsidiaries in Manitowoc Boom Trucks, Inc. or National Cranes Corporation in reliance on Section 7.08(c9.05(xiii) of the Credit Agreement shall be incurred on permitted only to the date extent such Investments are made in the ordinary course of business (and consistent with the consummation of past requirements of, or currently approved budgetary levels for, the refinancing of the Designated Grove Indebtedness as contemplated by preceding clause (irespective boom-truck entity) and (iv) the portion of the proceeds from the issuance of the New Senior Subordinated Notes (if any) or are otherwise required to be used made to ensure compliance by the Borrower with the requirements of Article V of the Consent Decree (as in effect on the First Amendment Acquisition Effective Date to refinance, in part, the Designated Grove Indebtedness shall be held in a cash collateral account pledged in favor of the Collateral Agent to secure the Obligations of the Borrower under the Credit Agreement pursuant to documentation satisfactory to the Collateral Agent until the refinancing of the Designated Grove Indebtedness and, thereupon, released and applied (prior to the application of Revolving Loans or Swingline Loans for such purpose) to refinance the Designated Grove Indebtednessdate hereof). 2. Notwithstanding anything to the contrary contained in Sections 9.02 and 9.05 of the Credit Agreement, the Borrower hereby covenants and agrees that, at any of its Subsidiaries may sell all times prior to of the refinancing capital stock of the Designated Grove Indebtedness Subsidiary, or the Designated Subsidiary may sell all or substantially all of its assets, in either case so long as (unless the proceeds i) 100% of the respective incurrence of Net Sale Proceeds therefrom are applied solely to repay Term Loans are to be utilized to refinance the Designated Grove Indebtedness and/or pay related premiums), it shall not incur any Loans or request the issuance of any Letter of Credit if the incurrence of such Loans or the issuance of such Letter of Credit would cause reduce the Total Unutilized Revolving Loan Commitment at such time in accordance with the requirements of Sections 4.02(e), (after giving effect i) and (j) of the Credit Agreement (and are not reinvested pursuant to the respective incurrence or issuancereinvestment option described in the proviso appearing in Section 4.02(e) to be less than $40,000,000of the Credit Agreement) and (ii) such sale is made pursuant to, and in accordance with the requirements of, the Consent Decree. 3. The Borrower hereby agrees that the failure to comply with any agreement or covenant contained in this Consent shall constitute an "Event of Default" for all purposes of the Credit Agreement, entitling the Lenders and the Administrative Agent to take all actions and remedies described in Section 10 of the Credit Agreement.

Consents and Agreements. 1. Notwithstanding anything to the contrary contained in the Credit Agreement or any other Credit Document, as of the Fourth Amendment Effective Date, the undersigned hereby agree that the Total Commitment shall be terminated and that none of the Administrative Agent, any Lender, the Issuing Agent or any Fronting Lender shall be under any obligation to make any Loan, issue any Letter of Credit, increase the Stated Amount of any Letter of Credit, extend the expiration date of any Letter of Credit (as in effect as of the First AmendmentFourth Amendment Effective Date), or otherwise extend any additional credit pursuant to the Credit Agreement. In addition, the undersigned hereby agree that any amendment, supplement, or other modification to a Letter of Credit that relates to any of the matters referred to in this Section I(1) shall require the prior written consent of each Lender. 2. The Borrowers and the Lenders hereby authorize and direct JPMorgan, as Issuing Agent (in such capacity, the "Issuing Agent") and as Fronting Lender (in such capacity, the "Fronting Lender") to deliver (and the Issuing Agent and the Fronting Lender hereby agree to deliver) a Notice of Non-Extension with respect to each Letter of Credit outstanding on the Fourth Amendment Effective Date (the "Existing Letters of Credit") within the time period specified in each such Letter of Credit. To the extent reasonably practicable, the Issuing Agent and the Fronting Lender will endeavor to notify the Company of the date on which it will send out such Notices of Non-Renewal; provided however, that failure to so notify the Company shall not affect the ability of the Issuing Agent and/or Fronting Lender to deliver such Notices of Non-Renewal, nor will such failure give rise to any claim against the Issuing Agent and/or the Fronting Lender. 3. On the Fourth Amendment Effective Date, at the sole cost and expense of the Borrowers, the Lenders hereby acknowledge and agree that (i) (x) release the Designated Grove Indebtedness shall not be required to be refinanced pursuant to Lien granted by the Grove Refinancing, (y) the conditions to the consummation Borrowers in favor of the Grove Acquisition set forth in clause (v) of Section 1, Part I of the First Amendment shall, to the extent applicable to the Designated Grove Indebtedness, not be required to be satisfied and (z) the Designated Grove Indebtedness shall be permitted to remain outstanding without any violation of 9.04, in each case until the 40th day following the consummation of the Grove Acquisition, so long as immediately following the consummation of the Grove Acquisition, Grove shall have delivered an irrevocable notice of redemption with respect to the Designated Grove Indebtedness to the holders thereof pursuant to, and in accordance with the terms of, the indenture governing the Designated Grove Indebtedness, (ii) the Grove Acquired Entities shall not be required to enter into counterparts of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement (or to comply with the provisions of Section 9.17 of the Credit Agreement and clauses (xii), (xiii), (xv), (xvi) and (xvii) of Section 1, Part I of the First Amendment) until the earlier to occur of (x) the 40th day following the consummation of the Grove Acquisition and (y) the date of the consummation of the refinancing of the Designated Grove Indebtedness as contemplated by preceding clause (i), so long as (and only so long as) all of the capital stock of Grove (as the surviving corporation of the merger of Giraffe Merger Sub with and into Grove pursuant to the Grove Acquisition) shall have been pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant (as defined in the Security Agreement) in the Collateral and authorize the Collateral Agent to take (and the Collateral Agent agrees to take) such action as is necessary or appropriate as reasonably requested by the Company to effectuate such release, including without limitation, transferring the Collateral to the Pledge Agreement collateral agent under the ING Credit Facility and/or executing and delivering an account control agreement with respect to the Collateral in favor of the collateral agent under the ING Credit Facility. In the event that any interest or other income on any investment constituting part of the First Collateral is received by the Collateral Agent after the Fourth Amendment Acquisition Effective Date, (iii) Revolving Loans the Collateral Agent shall deliver such interest or income to the respective Borrower. The Collateral Agent and Swingline Loans otherwise required Lenders hereby authorize the Company and each Designated Subsidiary Borrower to be incurred file at any time on and after the First Fourth Amendment Acquisition Effective Date such Uniform Commercial Code termination statements (including without the Collateral Agent's signature) as may be necessary to repay, reflect in part, the Designated Grove Indebtedness as contemplated by Section 7.08(c) public record the release of the Credit Agreement shall be incurred on the date of the consummation of the refinancing of the Designated Grove Indebtedness as contemplated by preceding clause (i) and (iv) the portion of the proceeds from the issuance of the New Senior Subordinated Notes (if any) otherwise required to be used on the First Amendment Acquisition Effective Date to refinance, in part, the Designated Grove Indebtedness shall be held in a cash collateral account pledged Liens in favor of the Collateral Agent to secure and the Obligations Lenders. 4. In consideration of the Borrower agreements and consents contained in Sections 1 and 3 above, the Borrowers will cause to be delivered to the Administrative Agent a letter of credit issued by ING Bank N.V., London Branch substantially in the form attached hereto as Exhibit A (the "ING Letter of Credit") and in a stated amount equal to 102% of the Letter of Credit Outstandings as of the Fourth Amendment Effective Date. JPMorgan hereby agrees with the Lenders that it will not agree to any amendment, supplement or other modification to the ING Letter of Credit (other than amendments, supplements or modifications relating to mechanical or procedural provisions) without the prior written consent of each Lender. JPMorgan further agrees with the Lenders that in the event that JPMorgan draws at any time under the ING Letter of Credit, it will promptly apply the respective proceeds received under the ING Letter of Credit Agreement pursuant to documentation satisfactory pay the obligation or obligations in respect of which such drawing was made. 5. The Lenders authorize JPMorgan to deliver (and JPMorgan hereby agrees to deliver) a reduction certificate in the form attached as Exhibit B to the Collateral Agent until ING Letter of Credit (a "Reduction Certificate") to ING (i) upon the refinancing cancellation and return to JPMorgan of the Designated Grove Indebtedness and, thereupon, released and applied (any Existing Letter of Credit prior to the application date of Revolving Loans or Swingline Loans for such purposeits expiration and (ii) to refinance no later than ten (10) Business Days following the Designated Grove Indebtedness. 2. Notwithstanding anything to expiration of any undrawn Existing Letter of Credit, in each case with the contrary contained in the Credit Agreement, the Borrower hereby covenants and agrees that, at all times prior to the refinancing stated amount of the Designated Grove Indebtedness (unless the proceeds of the respective incurrence of Loans are to be utilized to refinance the Designated Grove Indebtedness and/or pay related premiums), it shall not incur any Loans or request the issuance of any ING Letter of Credit to be reduced pursuant to such Reduction Certificate by an amount (if positive) equal to (a) the incurrence stated amount of such Loans or the issuance of such ING Letter of Credit would cause immediately prior to such reduction minus (b) 105% of the Total Unutilized Revolving Loan Commitment at such time (Stated Amount of the remaining Existing Letters of Credit after giving effect to the respective incurrence or issuance) cancellations and/or expirations referred to above. 6. The Lenders hereby consent to the filing of Uniform Commercial Code financing statements by Comerica Bank, as collateral agent under the ING Credit Facility against the Borrowers with respect to security interests to be less than $40,000,000created under the ING Credit Facility on or after the Fourth Amendment Effective Date. 3. The Borrower hereby agrees that the failure to comply with any agreement or covenant contained in this Consent shall constitute an "Event of Default" for all purposes of the Credit Agreement, entitling the Lenders and the Administrative Agent to take all actions and remedies described in Section 10 of the Credit Agreement.

Consents and Agreements. 1. Notwithstanding anything to (a) Without waiving the contrary contained occurrence and continuance of any Defaults or Events of Default which have occurred or which may occur in the Credit Agreement or in future (collectively, “Potential Violations”), and with a full reservation by the First Amendment, Administrative Agent and the Lenders hereby acknowledge and agree that (i) (x) the Designated Grove Indebtedness shall not be required of their right to be refinanced pursuant to the Grove Refinancing, (y) the conditions to the consummation of the Grove Acquisition set forth in clause (v) of Section 1, Part I of the First Amendment shall, to the extent applicable to the Designated Grove Indebtedness, not be required to be satisfied and (z) the Designated Grove Indebtedness shall be permitted to remain outstanding without exercise at any violation of 9.04, in each case until the 40th day following the consummation of the Grove Acquisition, so long as immediately following the consummation of the Grove Acquisition, Grove shall have delivered an irrevocable notice of redemption with respect to the Designated Grove Indebtedness to the holders thereof pursuant to, and in accordance with the terms of, the indenture governing the Designated Grove Indebtedness, (ii) the Grove Acquired Entities shall not be required to enter into counterparts of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement (time any or to comply with the provisions of Section 9.17 of the Credit Agreement and clauses (xii), (xiii), (xv), (xvi) and (xvii) of Section 1, Part I of the First Amendment) until the earlier to occur of (x) the 40th day following the consummation of the Grove Acquisition and (y) the date of the consummation of the refinancing of the Designated Grove Indebtedness as contemplated by preceding clause (i), so long as (and only so long as) all of the capital stock of Grove (as the surviving corporation of the merger of Giraffe Merger Sub with their respective rights and into Grove pursuant to the Grove Acquisition) shall have been pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement on the First Amendment Acquisition Effective Date, (iii) Revolving Loans and Swingline Loans otherwise required to be incurred on the First Amendment Acquisition Effective Date to repay, in part, the Designated Grove Indebtedness as contemplated by Section 7.08(c) of the Credit Agreement shall be incurred on the date of the consummation of the refinancing of the Designated Grove Indebtedness as contemplated by preceding clause (i) and (iv) the portion of the proceeds from the issuance of the New Senior Subordinated Notes (if any) otherwise required to be used on the First Amendment Acquisition Effective Date to refinance, in part, the Designated Grove Indebtedness shall be held in a cash collateral account pledged in favor of the Collateral Agent to secure the Obligations of the Borrower remedies under the Credit Agreement pursuant to documentation satisfactory to the Collateral Agent until the refinancing of the Designated Grove Indebtedness and, thereupon, released and applied (prior to the application of Revolving Loans or Swingline Loans for such purpose) to refinance the Designated Grove Indebtedness. 2. Notwithstanding anything to the contrary contained in the Credit Agreement, the other Loan Documents and applicable law in respect of such Potential Violations, and subject to and upon the terms and conditions set forth herein, and in reliance on the representations and warranties set forth herein, the Required Lenders hereby: (i) Consent to the Hedge Termination; provided that (i) contemporaneously with such Hedge Termination, Borrower hereby covenants will enter into additional Hedge Transactions, covering the same tenors and agrees thatsame volumes as the Hedge Transactions that were subject to the Hedge Termination, at all times prior to the refinancing market prices existing at such time and (ii) a portion of the Designated Grove Indebtedness (unless the proceeds of such Hedge Termination, in an amount equal to $7,000,000, are used to fund a portion of Borrower’s payment under the respective incurrence JIB Payment Agreement as provided in Section 3(d) of Loans are to be utilized to refinance the Designated Grove Indebtedness and/or pay related premiums), it shall not incur any Loans or request the issuance of any Letter of Credit if the incurrence of such Loans or the issuance of such Letter of Credit would cause the Total Unutilized Revolving Loan Commitment at such time this Consent. (after giving effect ii) Consent to the respective incurrence or issuance) to be less than $40,000,000Working Interest Disposition. 3. (b) The Borrower and each other Loan Party hereby agrees agree, in each case on or before May 11, 2015, to: (i) agree with the Administrative Agent and Payee, as applicable, on (w) the amount of proceeds from the Tug Hill Disposition that will be required to prepay the failure Loans pursuant to comply with any agreement or covenant contained in this Consent shall constitute an "Event of Default" for all purposes Section 2.03(e) of the Credit Agreement, entitling (x) the Lenders “Fair Value” (as defined in the NPI Conveyance) of the NPI to be purchased by Borrower in contemplation of the Tug Hill Disposition, (y) additional amendments to the Credit Agreement to give effect to the Tug Hill Disposition and other developments since the Closing Date, and (z) amendments to the APOD to reflect the Tug Hill Disposition. (ii) Deliver a financial reporting template reasonably acceptable to the Administrative Agent to take all actions and remedies described in Section 10 the Lenders. (iii) Complete the audit of the Credit AgreementSubject Republic JIBs and deliver a report regarding the same, the form and substance of which shall be acceptable to the Lenders in their sole discretion. (c) The parties hereto hereby agree that: (i) contemporaneously with the Effective Date, the parties will amend the NPI Conveyance (the “NPI Increase”) to delete the existing definition of Contingent NPI in such NPI Conveyance and insert in lieu thereof:

Consents and Agreements. 1. Notwithstanding (a) Pursuant to subsection 10.4 of the Credit Agreement, the Banks hereby instruct the Agent to enter into (i) such modifications to the Security Agreements, the Pledge Agreements and the Mortgages as the Agent reasonably determines to be necessary to permit the Liens granted pursuant to such documents to secure equally and ratably the liabilities and obligations of the Borrower and its Subsidiaries under the Additional Credit Facility, (ii) such modifications to the Subsidiary Guarantee and the Additional Subsidiary Guarantee as the Agent reasonably determines to be necessary to cause such guarantees to guarantee, on a pari passu basis, the liabilities and obligations of the Borrower and its Subsidiaries under the Additional Credit Facility and (iii) an Intercreditor Agreement, in form and substance satisfactory to the Agent, pursuant to which the Agent will agree with the agent under the Additional Credit Facility that notwithstanding anything to the contrary contained in the Credit Agreement or in the First Amendment, the Lenders hereby acknowledge and agree that (iA) (x) the Designated Grove Indebtedness shall not be required to be refinanced pursuant to the Grove Refinancing, (y) the conditions to the consummation proceeds of the Grove Acquisition set forth security documents and guarantees described in clause (v) of Section 1, Part I of the First Amendment shall, to the extent applicable to the Designated Grove Indebtedness, not be required to be satisfied and (z) the Designated Grove Indebtedness shall be permitted to remain outstanding without any violation of 9.04, in each case until the 40th day following the consummation of the Grove Acquisition, so long as immediately following the consummation of the Grove Acquisition, Grove shall have delivered an irrevocable notice of redemption with respect to the Designated Grove Indebtedness to the holders thereof pursuant to, and in accordance with the terms of, the indenture governing the Designated Grove Indebtedness, (ii) the Grove Acquired Entities shall not be required to enter into counterparts of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement (or to comply with the provisions of Section 9.17 of the Credit Agreement and clauses (xii), (xiii), (xv), (xvi) and (xvii) of Section 1, Part I of the First Amendment) until the earlier to occur of (x) the 40th day following the consummation of the Grove Acquisition and (y) the date of the consummation of the refinancing of the Designated Grove Indebtedness as contemplated by preceding clause (i), so long as (and only so long as) all of the capital stock of Grove (as the surviving corporation of the merger of Giraffe Merger Sub with and into Grove pursuant to the Grove Acquisition) shall have been pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement on the First Amendment Acquisition Effective Date, (iii) Revolving Loans and Swingline Loans otherwise required to be incurred on the First Amendment Acquisition Effective Date to repay, in part, the Designated Grove Indebtedness as contemplated by Section 7.08(c) of the Credit Agreement shall be incurred on the date of the consummation of the refinancing of the Designated Grove Indebtedness as contemplated by preceding clause (i) and (ivii) above will be applied as set forth in such clauses and (B) the portion of the proceeds from the issuance of the New Senior Subordinated Notes (if any) otherwise required to be used on the First Amendment Acquisition Effective Date to refinance, in part, the Designated Grove Indebtedness Agent will take such actions under such security documents and guarantees as shall be held in a cash collateral account pledged in favor of the Collateral Agent to secure the Obligations of the Borrower directed by Banks under the Credit Agreement and lenders under the Additional Credit Facility holding more than 50% of the aggregate unpaid amount of loans and reimbursement obligations under the Credit Agreement and the Additional Credit Facility (the "Instructing Group"), provided that any release of any collateral or any guarantee shall be effected only if permitted by subsection 11.1 of the Credit Agreement; and such Intercreditor Agreement will contain such other provisions not inconsistent with the foregoing as the Agent shall deem reasonable and appropriate. Pursuant to subsection 10.4 of the Credit Agreement, the Banks hereby instruct the Agent to follow the instructions of the Instructing Group in connection with actions to be taken pursuant to documentation satisfactory to the Collateral Agent until Security Documents, the refinancing of Subsidiary Guarantee and the Designated Grove Indebtedness and, thereupon, released and applied (prior to the application of Revolving Loans or Swingline Loans for such purpose) to refinance the Designated Grove IndebtednessAdditional Subsidiary Guarantee. 2. Notwithstanding anything to (b) The Banks consent that, notwithstanding the contrary contained in provisions of subsection 8.18 of the Credit Agreement, the Borrower hereby covenants shall not have to cause (i) Masland and agrees that, at all times prior its Subsidiaries to execute and deliver Guarantor Supplements or (ii) the common stock of Subsidiaries of Masland to be pledged to the refinancing Agent, for the ratable benefit of the Designated Grove Indebtedness Banks; provided that (unless A) upon the proceeds Borrower or its Subsidiaries acquiring any shares of capital stock of Masland, the Borrower shall cause such shares to be pledged to the Agent, for the ratable benefit of the respective incurrence of Loans are to be utilized to refinance Banks and the Designated Grove Indebtedness and/or pay related premiums), it shall not incur any Loans or request the issuance of any Letter of Credit if the incurrence of such Loans or the issuance of such Letter of Credit would cause the Total Unutilized Revolving Loan Commitment at such time (after giving effect banks parties to the respective incurrence or issuanceAdditional Credit Facility, pursuant to a pledge agreement in form and substance satisfactory to the Agent, (B) within 15 days after the effectiveness of the Masland Merger, the Borrower shall cause each of Masland's material domestic subsidiaries (as determined by the Agent) to be less than $40,000,000. 3. The Borrower hereby agrees that execute and deliver a Guarantor Supplement and to have its common stock pledged to the failure to comply with any agreement or covenant contained in this Consent shall constitute an "Event of Default" Agent, for all purposes the ratable benefit of the Credit Agreement, entitling the Lenders Banks and the Administrative banks parties to the Additional Credit Facility, pursuant to a pledge agreement in form and substance satisfactory to the Agent and (C) the Agent shall receive such legal opinions of counsel to take all the Borrower as the Agent shall reasonably request in respect of the actions and remedies described in Section 10 of the Credit Agreementforegoing clauses (A) and (B).