Amended Sections. 1. Section 6.1 is replaced in its entirety with the following language:
Amended Sections. (i) Clause (a) of Section 2.14 of the Credit Agreement is amended and restated in its entirety as follows:
(a) Any and all payments by the Borrower or the Parent Guarantor to or for the account of any Lender or the Designated Agent hereunder or under the Notes or any other documents to be delivered hereunder shall be made, in accordance with Section 2.13 or the applicable provisions of such other documents, free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings (including back-up withholding), assessments, fees or other charges imposed by any governmental authority, including any interest, additions to tax or penalties with respect thereto (“Taxes”), unless otherwise required by applicable law. “Excluded Taxes” means in the case of each Lender and the Designated Agent (i) Taxes imposed on or measured by its net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (A) imposed by the jurisdiction under the laws of which such Lender or the Designated Agent (as the case may be) is organized or has its principal office or Applicable Lending Office or any political subdivision thereof or (B) that are Other Connection Taxes; (ii) in the case of a Lender, any United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender pursuant to law in effect on the date on which such Lender became a Lender hereunder (except to the extent such Taxes were not considered Excluded Taxes with respect to such Lender’s immediate assignor) or such Lender changes its lending office (except to the extent such Taxes were payable to such Lender immediately before it changed its lending office); (iii) Taxes attributable to the recipient’s failure to comply with Section 2.14(e); and (iv) any Tax imposed under FATCA. If the Borrower or Designated Agent shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Note or any other documents to be delivered hereunder to any Lender or the Designated Agent, (i) to the extent the Tax is not an Excluded Tax, the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14) such Lender or the Designated Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been m...
Amended Sections. (a) Sections 15(a), 15(e)(ii) and 15(e)(iii) of the Agreement shall be amended by replacing in all instances the term "Notes" with the term "Class B Preferred Membership Interests".
(b) Section 15(d)(i) of the Agreement shall be amended by replacing "Shearman & Sterling" with "Shearman & Sterling LLP".
Amended Sections. (i) Section 2(a) shall be amended by replacing in all instances (1) the term "Notes" with the term "Class B Preferred Membership Interests," and (2) the term "Note Exercise Price" with the term "Class B Preferred Membership Interest Exercise Price."
Amended Sections. (i) Section 2.5(j) of the Loan Agreement is hereby amended and restated in its entirety as follows:
Amended Sections. (a) Section 1.A.7 is hereby amended to read in its entirety as follows:
Amended Sections. 1 of the Deferred Compensation Agreement for Xxxxxx X. Xxxxx shall be amended to read as follows;
Amended Sections. 5.1 Section 1.7(b) of the Cooperation Agreement is deleted in its entirety hereby and replaced with the following:
5.2 Section 1.7(c) of the Cooperation Agreement is deleted in its entirety hereby and replaced with the following: and described in the Conveyancing Agreement as the Offsite Improvements. The Offsite Improvements are shown and described herein in “Exhibit E.” City by this Agreement is contracting with Authority to construct the Offsite Improvements. The Offsite Improvements are being funded with monies from City, Authority, and funds advanced by CAM-Carson and other developers of the 157 Acre Site. The advances from CAM-Xxxxxx are intended to be repaid through the Sales Tax Assistance Payments. City, by this Agreement, is agreeing to provide to Authority the funds required to make the Sales Tax Assistance Payments to reimburse CAM-Xxxxxx for its actual costs of the Offsite Improvements, Site Development Improvements, Remaining Horizontal Work, and Cell 2 Specific Embankment Improvements, and fifty percent (50%) of the Deposit as set forth in the Conveyancing Agreement.
5.3 Section 1.8(b) of the Cooperation Agreement is deleted in its entirety hereby and replaced with the following:
Amended Sections. (a) Section 1.02 is hereby amended by adding the following new term in alphabetical order: “Trustee Reserve Fund................................................12.9”
(b) The following is hereby added to the Indenture as 2.14:
Amended Sections. The proviso to Section 6.1 of the Credit Agreement shall by amended by deleting the provision in its entirety. Accordingly, the following language is hereby deleted: “provided that in no event shall the Borrower or any of its Subsidiaries be liable for any Debt of any Ares Fund (which shall not include obligations to contribute cash, Assets or Investments to any Ares Fund to the extent not prohibited by Section 6.3, 6.6 or 6.7 or obligations in respect of letters of credit to the extent such obligations are otherwise permitted to be incurred under this Section 6.1).”
