Amended and Restated. INVESTMENT ADVISORY AGREEMENT
Amended and Restated. Section 3(a). Section 3(a) is hereby amended and restated to read as follows:
Amended and Restated. Stockholders Agreement, dated as of January 30, 2015, among Xxxx Xxxxx Xxxxxxxx Holding Corporation, Explorer Coinvest LLC and certain stockholders, together with any waivers obtained thereunder as of the date hereof. December 6, 2016 Barclays Capital Inc. 000 Xxxxxxx Xxxxxx New York, New York 10019 Ladies and Gentlemen: We have acted as special counsel to Xxxx Xxxxx Xxxxxxxx Holding Corporation, a Delaware corporation (the “Company”), in connection with the sale today by Explorer Coinvest LLC (the “Selling Stockholder”) of 16,660,000 shares (the “Securities”) of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), to you (the “Underwriter”) pursuant to the Underwriting Agreement, dated December 1, 2016, (the “Underwriting Agreement”), among the Company, the Selling Stockholder and the Underwriter. We are delivering this letter to you pursuant to Section 6(c) of the Underwriting Agreement.
Amended and Restated. SECURITYHOLDERS AGREEMENT
Amended and Restated. RESIDUAL RIGHTS AGREEMENT
Amended and Restated. STOCKHOLDERS AGREEMENT
Amended and Restated. TRANSFER AGENCY AND SERVICE AGREEMENT
Amended and Restated. SHAREHOLDERS’ AGREEMENT
Amended and Restated. This Agreement amends, restates, replaces and supersedes in its entirety the Master Repurchase Agreement between Seller, Comerica Bank, as agent, lead arranger and a buyer, and certain other buyers dated October 25, 2010, as amended by Amendment No. 1 dated October 20, 2011, (as amended, the “Prior Agreement”); provided, however, nothing contained herein shall impair the liens, security interests and other rights established or continued by the Prior Agreement, which liens, security interests and other rights shall continue in full force and effect. All “Purchased Loans” (as defined in the Prior Agreement) (the “Existing Purchased Loans”), shall be Purchased Loans under this Agreement as if originally funded under this Agreement so long as such Existing Purchased Loans meet all of the requirements for eligibility and inclusion under this Agreement, provided, however, (a) the determination of the Purchase Date under paragraph 9 of Schedule DQ under this Agreement shall be calculated based on the original Purchase Date as determined under the Prior Agreement, and (b) such Existing Purchased Loans shall be deemed to comply with the requirement of paragraph 8 of Schedule EL under this Agreement if the date of each underlying Mortgage Note for such Existing Purchased Loans was not earlier than 30 days prior to the date such Existing Purchased Loan was purchased under the Prior Agreement. On the Effective Date, each Buyer shall (i) have Committed Sums equal to the applicable amounts set forth in Schedule BC hereto and (ii) have funded its Funding Share of all Transactions (and participation in Swing Line Transactions) outstanding on the Effective Date. To facilitate the foregoing, each Buyer which as a result of the adjustments of Committed Sums and Funding Shares evidenced by Schedule BC hereto is to have a greater principal amount of the Transactions outstanding than such Buyer had outstanding under the Prior Agreement immediately prior to the Effective Date, shall deliver to the Agent immediately available funds to cover such Transactions (and the Agent shall, to the extent of the funds so received, disburse funds to each Buyer which, as a result of the adjustment of the Funding Shares, is to have a lesser principal amount of Transactions outstanding than such Buyer had under the Prior Agreement). The Buyers agree that any Price Differential, Facility Fees and other fees accrued under the Prior Agreement shall constitute the property of the Buyers which were ...
Amended and Restated. CREDIT AGREEMENT
