Amendment to Guarantee Agreement. The Guarantee Agreement is hereby amended by deleting Recital D therefrom and replacing it in its entirety with the following:
Amendment to Guarantee Agreement. (a) Section 9(d) of the Guarantee Agreement is hereby deleted in its entirety and replaced with the following:
Amendment to Guarantee Agreement. (a) Section 9(a)(iii) of the Guarantee Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Guarantee Agreement. (a) Section 10(c) of the Guarantee Agreement is hereby deleted in its entirety and replaced with the following:
(c) permit the ratio of Guarantor’s EBITDA for the most recently ended period of twelve (12) consecutive months ended on or prior to such date of determination to Guarantor’s Interest Expense for such period to be less than 1.40 to 1.00; or”
Amendment to Guarantee Agreement. The Guarantee Agreement is amended as follows:
(a) The first sentence set forth in Section 1.1 of the Guarantee Agreement is amended and restated in its entirety to read as follows: Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety: (i) the due and punctual payment in full (and not merely the collectibility) of the principal of the Notes, and the interest thereon, in each case when due and payable, according to the terms of the Notes, whether at stated maturity, by reason of acceleration or otherwise, regardless of the extent allowed as a claim in any proceeding in respect of the bankruptcy, reorganization or insolvency of the Borrower, any Guarantor or any of their respective Affiliates (a “Reorganization”); (ii) the due and punctual payment in full (and not merely the collectibility) of all other sums and charges which may at any time be due and payable in accordance with, or under the terms of, the Notes, whether at stated maturity, by reason of acceleration or otherwise, regardless of the extent allowed as a claim in any Reorganization; (iii) the due and punctual payment in full (and not merely the collectibility) of any obligations of the Borrower under any Swingline Loan, when and as the same shall become due and payable, including interest thereon, if any, whether at stated maturity, by reason of acceleration or otherwise, regardless of the extent allowed as a claim in any Reorganization; (iv) the due and punctual payment in full (and not merely the collectibility) of any and all payments and reimbursement obligations required to be made by the Borrower pursuant to the terms of the Credit Agreement with respect to any Letter of Credit Disbursement, when and as due, including interest thereon, if any; (v) any and all obligations, now existing or hereafter arising, in respect of any agreements to protect against fluctuation of interest rates, exchange rates or forward rates relating to any Loan, Letter of Credit or other monetary obligations under the Loan Documents; (vi) the due and punctual payment (and not merely the collectibility), performance and observance of all of the other obligations, terms, covenants and conditions contained in the Notes, the Credit Agreement, the agreements relating to Bank Products, all other agreements and instruments at any time executed in connection with the Notes or the Credit Agreement whether now or hereafter existing, on the...
Amendment to Guarantee Agreement. Section 2(b) of the Guarantee Agreement shall be amended and restated in its entirety to read as follows: “
(b) Notwithstanding anything in Section 2(a) to the contrary, but subject in all cases to Sections 2(c), and (d) below, which shall control with respect to the circumstances described therein, the maximum liability of the Guarantor hereunder shall in no event exceed the sum of (i) with respect to the portion of the Purchase Price not constituting the Fifth Amendment Additional Advance Amount, twenty-five percent (25%) of the aggregate amount of the then-currently unpaid portion of such Purchase Price of all Purchased Assets that are Senior Mortgage Loans or Participation Interests in -3-
Amendment to Guarantee Agreement. Line 6 of Section 2(b) of the Guarantee Agreement is hereby amended to replace the words “Flex Assets” with the words “LCF Assets”.
Amendment to Guarantee Agreement. The Guarantor shall have executed and delivered to the Noteholders the Amendment to Guarantee Agreement substantially in the form of Exhibit C attached to this Second Modification and the Guaranty Agreement, as amended by the Amendment to Guaranty Agreement, shall be in full force and effect, with no event having occurred and continuing or conditions then existing that would constitute a default thereunder or provide a basis for the termination thereof.
Amendment to Guarantee Agreement. (a) Section 1 of the Guarantee Agreement is hereby amended by inserting the following new sentence at the end of the first paragraph of such Section 1: “For the avoidance of doubt, the term “Lender” as used in clause (c) of the first sentence of this paragraph shall also include each Person that both (y) is a counterparty to a Hedging Agreement with a Loan Party and (z) was a Lender or an Affiliate of a Lender at the time such Hedging Agreement was entered into and the term “Secured Party” as used in this Guarantee Agreement shall include each such Affiliate.”
(b) Section 21 of the Guarantee Agreement is hereby amended by deleting the reference to “Lender” where it appears in the last sentence of such Section 21 and inserting in lieu thereof “Secured Party”.
Amendment to Guarantee Agreement. The defined term “Liquidity”, as set forth in Section 1 of the Guarantee Agreement, is hereby amended and restated in its entirety to read as follows:
