Fifth Amendment Effective Date Lender Acknowledgment Clause Samples

Fifth Amendment Effective Date Lender Acknowledgment. In reliance on the representations, warranties, covenants and agreements contained in this Amendment, but subject to the satisfaction of each condition precedent set forth in Section 6 hereof, the Lenders hereby acknowledge and agree that, effective as of the Fifth Amendment Effective Date: 1.1 the Specified Audited Financials Qualification will be deemed to be non-material solely for the purpose of the Company providing audited financial statements with no material qualifications in accordance with Section 6.1(a) of the Credit Agreement. The Loan Parties hereby acknowledge that nothing contained herein, nor any past indulgence by the Administrative Agent or any Lender nor any other action or inaction on behalf of the Administrative Agent or any Lender, shall constitute or be deemed to constitute a consent to, or waiver of, any other action or inaction of the Company or any of the other Loan Parties which constitutes (or would constitute) a violation of any provision of the Credit Agreement or any other Loan Document, or which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan Document, nor shall this Amendment constitute a course of conduct or dealing among the parties. The Administrative Agent and the Lenders shall have no obligation to (i) make a similar acknowledgement in the future with respect to any opinion or report containing the same, similar or other qualifications delivered in connection with the audited financial statements of the Company delivered to the Administrative Agent for any other fiscal year pursuant to Section 6.1(a) of the Credit Agreement or (ii) grant any future waivers, consents or amendments with respect to the Credit Agreement or any other Loan Document. The parties hereto agree that the accommodation with respect to the Specified Audited Financials Qualification herein shall constitute a one-time event and shall not waive, affect or diminish any right of the Administrative Agent and the Lenders to hereafter demand strict compliance with the Credit Agreement and the other Loan Documents; 1.2 all prior obligations of the Company under the small business loan made to the Company on April 14, 2020 (the “PPP Loan”) pursuant to the federal Paycheck Protection Program provided in Section 7(a) of the Small Business Act of 1953, as amended by the Coronavirus Aid, Relief, and Economic Security Act (the “PPP”) did not constitute Debt for any purpose under the Credit Agreement (it bein...