Tech Data 2014 Annual Report Download - page 93
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an applicable exception from NASDAQ on or before March 27, 2014 with respect to the Annual Meeting
Matter or NASDAQ takes any action or fails to take any action in connection with the Annual Meeting
Matter that could reasonably be likely to result in the delisting of Lessee from NASDAQ or actually results
in the delisting of Lessee from NASDAQ,”.
6.
Condition Precedent . This Agreement shall be effective upon receipt by the Agent of counterparts of this
Agreement duly executed by the Lessee, the Alternative Lessees, the Guarantors, the Majority Financing Parties and the
Agent (the date of such receipt, the “ Waiver Effective Date ”).
7.
Miscellaneous .
(a)
The Participation Agreement, the Lease Agreement, the Guaranty Agreement and the
obligations of the Lessee thereunder and under the other Operative Agreements, as amended as expressly set
forth in this Agreement, are hereby ratified and confirmed and shall remain in full force and effect according
to their terms.
(b)
Each Alternative Lessee (i) acknowledges and consents to all of the terms and conditions of
this Agreement, (ii) affirms all of its obligations under the Operative Agreements to which it is a party and
(iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce
or discharge its obligations under the Operative Agreements to which it is a party.
(c)
Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this
Agreement, (ii) affirms all of its obligations under the Operative Agreements to which it is a party and (iii)
agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or
discharge its obligations under the Guaranty Agreement or the other Operative Agreements to which it is a
party.
(d)
After giving effect to this Agreement, the Lessee represents and warrants to the Agent and the
Financing Parties that, except with respect to any Lease Event of Default that may occur pursuant to Section
17.1(h) of the Lease waived pursuant to this Agreement, no event has occurred and is continuing which
constitutes a Default or an Event of Default (as defined in the Participation Agreement).
(e)
This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute one and the same instrument.
Delivery of an executed counterpart of this Agreement by facsimile or by email shall be effective as an
original and shall constitute a representation that an executed original shall be delivered.
5