Section 2.01(a) Clause Samples
Section 2.01(a). Section 2.01(a) of the Purchase Agreement is hereby amended by adding clause (xv). As amended and restated clause 2.01(a)(xv) reads in its entirety:
Section 2.01(a). (i) of the Credit Agreement is hereby amended and modified by deleting the phrase “a promissory note dated as of June 27, 2011” and replacing such phrase with the phrase “an amended and restated promissory note dated as of May 31, 2013”.
Section 2.01(a). (i) of the Credit Agreement is hereby amended and modified by:
(i) replacing the reference to “Forty Million Dollars ($40,000,000.00)” contained therein with “Forty Five Million Dollars ($45,000,000)”; and
(ii) replacing the reference to “May 31, 2013” contained therein with “October 24, 2014”.
Section 2.01(a). The second sentence of Section 2.01(a) of the Servicing Agreement is amended by:
i. Replacing the word “For” at the beginning of such sentence with the words “With respect to.”
ii. Inserting the word “such” between the words “all” and “Mortgage” in clause (i) of such sentence.
Section 2.01(a) of the Agreement (Termination for Cause) is hereby amended by as follows:
Section 2.01(a). (a) Section 2.01(a) of the Agreement is hereby amended and restated to read in its entirety as follows:
(a) On the terms and subject to the conditions of this Agreement, the closing of the transactions contemplated hereby shall occur as follows and in the following order: (i) Operating Buyer agrees to purchase, or to cause one of its Affiliates to purchase, directly or indirectly, the Operating Equity Interests from Operating Seller, and Operating Seller agrees to sell the Operating Equity Interests to Operating Buyer or such Affiliate of Operating Buyer, free and clear of all Liens other than Permitted Encumbrances, (ii) Holdco Buyer agrees to purchase, or to cause one of its Affiliates to purchase, the Specified Platform Equity Interests from the Company, and the Company agrees to sell the Specified Platform Equity Interests to Holdco Buyer or such Affiliate of Holdco Buyer, free and clear of all Liens other than Permitted Encumbrances, (iii) Holdco Buyer agrees to purchase, or to cause one of its Affiliates to purchase, the Blocker Units from Blocker Parent, and Blocker Parent agrees to sell the Blocker Units to Holdco Buyer or such Affiliate of Holdco Buyer, free and clear of all Liens other than Permitted Encumbrances and (iv) Holdco Buyer agrees to purchase, or to cause one of its Affiliates to purchase, the Company Seller Interests from the Company Sellers, and the Company Sellers agree to sell the Company Seller Interests to Holdco Buyer or such Affiliate of Holdco Buyer, free and clear of all Liens other than Permitted Encumbrances. All of the foregoing actions and transactions described in clauses (i) through (iv) of this Section 2.01 are reflected in Schedule 2.01(a) and shall be deemed to have occurred simultaneously, and no such transaction shall be considered consummated unless all are consummated. No Party shall be obligated to consummate any of the transactions contemplated hereby to occur at Closing, unless all such transactions are consummated contemporaneously.”
(b) Schedule 2.01(a) to the Agreement is hereby added to the Agreement to read as set forth on Exhibit A to this Amendment.
Section 2.01(a). (i) of the Existing Credit Agreement is hereby amended and restated to read as follows:
(i) Subject only to the conditions set forth in Section 4.01, each Lender with an Initial Term Loan Commitment severally agrees to make to the Borrowers on the Closing Date a term loan denominated in Dollars equal to such Lender’s Initial Term Loan Commitment (together with the 2021 Incremental Term Loans, the “Initial Term Loans”).