Amendment to Exchange Agreement. (a) RCFC hereby agrees that its rights under the Exchange Agreement will not be modified without the prior written consent of the Master Collateral Agent; provided, however, that the Master Collateral Agent hereby consents to any modifications to the following Exhibits to the Exchange Agreement: (i) Exhibit 2.2(d) (relating to the revocation of the assignment of a Relinquished Property Agreement to the Qualified Intermediary); (ii) Exhibit 4.2(d) (relating to the revocation of the assignment of a Replacement Property Agreement to the Qualified Intermediary); Exhibit 5.2 (setting forth the names of each Escrow Account); Exhibit 5.7 (setting forth notification information) and Exhibit 8.8 (setting forth notification information). DTG Operations hereby agrees that its rights under the Exchange Agreement will not be modified without the prior written consent of the Master Collateral Agent if such modification would cause the representation set forth in the last sentence of Section 3(c) to be false.
(b) Each of RCFC and DTG Operations hereby severally (and not jointly) agrees that (i) it will not agree to modify, amend or supplement the Exchange Agreement in a manner which would adversely affect the interests of the Group IV Noteholders without the prior written consent of the Required Noteholders of all Group IV Notes and (ii) a copy of any amendment, modification or supplement to the Exchange Agreement will be provided to the Group IV Noteholders at least ten (10) days prior to the execution of any amendment, modification or supplement to the Exchange Agreement, other than a modification, amendment or supplement to the following Exhibits to the Exchange Agreement: (i) Exhibit 2.2(d) (relating to the revocation of the assignment of a Relinquished Property Agreement to the Qualified Intermediary); (ii) Exhibit 4.2(d) (relating to the revocation of the assignment of a Replacement Property Agreement to the Qualified Intermediary); Exhibit 5.2 (setting forth the names of each Escrow Account); Exhibit 5.7 (setting forth notification information) and Exhibit 8.8 (setting forth notification information).
Amendment to Exchange Agreement. The Exchange Agreement shall be amended to the effect that any reference in the Exchange Agreement (including, without limitation, the Annexes and Schedules thereto) to the “Investment Agreement” shall be a reference to the “Amended and Restated Investment Agreement between the Company, on the one hand, and Xxxxxx X. Xxx Equity Fund VI, L.P., Xxxxxx X. Xxx Parallel Fund VI, L.P. and Xxxxxx X. Xxx Parallel (DT) Fund VI, L.P., on the other hand, dated as of May 5, 2010 (as amended or amended and restated from time to time in accordance with the terms of the Exchange Agreement)".
Amendment to Exchange Agreement. (a) Section 1.1 of the Exchange Agreement is hereby amended by replacing the definition of “Equity Financing Period” with the following:
Amendment to Exchange Agreement. (a) The seventh WHEREAS clause in the Agreement is hereby deleted in its entirety.
(b) The second sentence of Section 3.15 of the Agreement is hereby deleted in its entirety and replaced with the following: “Except as otherwise required by applicable law, the parties intend and shall report an Exchange consummated hereunder as either (a) a taxable sale of Operating Subsidiaries Group Units by RCAP to the Corporation or (b) a contribution of Operating Subsidiaries Group Units to the Corporation in a transaction intending to qualify under Section 351 of the Code as tax-free to the extent it so qualifies. The parties shall agree on the tax treatment of each Exchange in accordance with the alternatives provided in the prior sentence and no party shall take a contrary position on any income tax return, amendment thereof or communication with a taxing authority.”
Amendment to Exchange Agreement. Concurrently with the execution and ------------------------------- delivery of the Assignment and Assumption Agreement between CLC and the Project Partnerships as described above, the Project Partnerships and the appropriate operator shall execute and deliver, and shall promptly thereafter cause to be recorded in the Official Records, a Second Amendment To Coso Exchange Agreement in the form attached hereto as Exhibit "N".
Amendment to Exchange Agreement. Section 2.01(e)(v) of the Exchange Agreement is hereby amended and restated in its entirety to read as follows:
(v) each Operating Subsidiary shall deliver to the Corporation a certificate (or other indicia of ownership) representing the number of Class A Units of such Operating Subsidiary equal to the number of Class B Units of such Operating Subsidiary that were Exchanged and thereafter automatically converted, in accordance with Section 3.02(b) of such Operating Subsidiary’s LLC Agreement, into Class A Units of such Operating Subsidiary; and”
Amendment to Exchange Agreement. The Parties hereby agree that, notwithstanding any provisions of the Exchange Agreement to the contrary, RCAP shall not be required to deliver any Class B Shares to the Corporation for cancellation, and no Class B Shares shall be cancelled by the Corporation, at the Closing of an Exchange. The Exchange Agreement is hereby amended to the extent necessary to implement the provisions of this Section 2.
Amendment to Exchange Agreement. (a) Section 1.2 of the Exchange Agreement is hereby amended by adding the following rows in alphabetical order to the table of definitions: Term Section Appraiser Section 2.3(e) Determination Date Section 2.3(e) Equity Election Revocation Period Section 2.3(e) Fair Market Value Section 2.3(e)
(b) Section 2.3 of the Exchange Agreement is hereby amended by replacing it in its entirety with the following:
Amendment to Exchange Agreement. (a) The definition of “Future Ads Current Liabilities” in Section 1.1 of the Exchange Agreement is hereby deleted in its entirety and replaced with the following:
Amendment to Exchange Agreement. Each of Loral and the Sellers hereby agree that if the right of first offer set forth in Section 10.3 of the Globalstar Partnership Agreement shall be exercised by any partner with respect to any of the Interests to be sold hereunder, the parties hereto shall enter into an amendment to this Agreement to adjust for any such exercise by amending (i) the number of Interests to be sold by the Sellers and purchased by Loral and (ii) the corresponding proportionate number of GTL Shares to be sold by Loral and purchased by Sellers.
