Amendment to Section 12.11. Section 12.11 of the Credit Agreement is restated in its entirety to read as follows:
Amendment to Section 12.11. Section 12.11 of the Merger Agreement is hereby amended and restated in its entirety to read as follows: Except with respect to SPAC Expense Reimbursement or Company Expense Reimbursement as expressly set forth in Section 11.2 and with respect to any amounts payable in accordance with Section 8.3(c), each Party will pay its own costs and expenses incurred in anticipation of, relating to and in connection with the negotiation and execution of this Agreement and the other Transaction Agreements and the consummation of the Transactions; provided that all fees in connection with any antitrust or regulatory filings made prior to the Closing, including any filing fee to ASX, and all registration fees or filing fees payable to the SEC, Nasdaq or any other Governmental Entity, in each case of the foregoing in connection with the Transactions, will be borne by SPAC ; provided further that if the Transactions are consummated, PubCo shall be responsible for all SPAC Transaction Expenses and Company Transaction Expenses and shall reimburse EUR for all Company Transaction Expenses incurred or paid by EUR, whether prior to, at or after the Closing; provided further, that if EUR pays any Company Transaction Expenses or SPAC Transaction Expenses in the form of Pubco Shares, Pubco shall, as promptly as reasonably practicable after the Closing, issue the same number of Pubco Shares to EUR.
Amendment to Section 12.11. Section 12.11 shall be amended by adding the following clause (d):
Amendment to Section 12.11. Section 12.11 is hereby amended by amending the first paragraph of such Section 12.11 in its entirety as follows:
Amendment to Section 12.11. The introductory paragraph of Section 12.11 of the Partnership Agreement is hereby amended and restated in its entirety as follows:
Amendment to Section 12.11. Section 12.11 of the Loan Agreement is amended by deleting the word “enforceability” on the third line thereof and substituting the word “unenforceability” in place thereof.
Amendment to Section 12.11. The third sentence of Section 12.11 (beginning “Except as provided above, the Agent . . .”) is deleted in its entirety and replaced with the following: “Except as provided above, the Agent will not release any of the Agent’s Liens without the prior written authorization of the Lenders; provided that the Agent may, in its discretion, release the Agent’s Liens on Collateral valued in the aggregate not in excess of $1,000,000 during the Post-Sixth Amendment Period without the prior written authorization of the Lenders and the Agent may release the Agent’s Liens on Collateral valued in the aggregate not in excess of $2,000,000 during the Post-Sixth Amendment Period with the prior written authorization of Majority Lenders (any Collateral released pursuant to the foregoing proviso, the “Permitted Released Collateral”) in each case if, prior to the Release Appraisal Date only, immediately upon receipt by any Loan Party or any Subsidiary thereof of the proceeds of any transfer, sale, assignment, lease or other disposition of any Permitted Released Collateral made or entered into in connection with any such release, the proceeds from any such disposition shall be deposited with the Agent, for the ratable benefit of the Agent and the Lenders (the “Disposition Cash Collateral”) as security for, and to provide for the payment of, all Debt outstanding hereunder including, without limitation, the Revolving Loans, Agent Advances, Non-Ratable Loans, Hedge Agreements, Bank Products and all interest, fees and expenses hereunder and at the request of the Borrower such Disposition Cash Collateral may be released on the Release Appraisal Date if and only if the requirements of Section 2.7 are satisfied on such date.”
Amendment to Section 12.11. Section 12.11(a) is amended by deleting the “or” after clause (v) and adding the following new clauses (vi) and (vii) at the end of the first sentence thereof:
