Amendment to Section 2.14(a). Section 2.14(a) of the Credit Agreement is hereby amended to read as follows:
(a) If, other than as expressly provided elsewhere herein, any Bank shall obtain on account of Obligations relating to Revolving Loans and/or Term D Loans, as the case may be, owing to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Revolving Facility Percentage and/or Term D Facility Percentage, as applicable, such Bank shall forthwith (i) notify the Administrative Agent of such fact, and (ii) purchase from the other relevant Banks such participations in such Obligations relating to Revolving Loans and/or Term D Loans, as applicable, made by them as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each such other Banks; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Bank, such purchase shall to that extent be rescinded and each other relevant Bank shall repay to the purchasing Bank the purchase price paid therefor, together with an amount equal to such paying Bank’s commitment percentage (according to the proportion of (x) the amount of such paying Bank’s required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section 2.14 and will in each case notify the relevant Banks following any such purchases.
Amendment to Section 2.14(a). Section 2.14(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Section 2.14(a). Section 2.14(a) of the APA is hereby amended and restated in its entirety as follows, and where applicable, deleted language is indicated by strikethrough and newly added language indicated by double underlining:
(a) At least ten (10) Business Days prior to the anticipated Closing Date, Purchaser shall provide Seller an allocation of the amounts required to be paid by Purchaser pursuant to Section 2.9(a) among the Seller and each Subsidiary transferring assets hereunder (the “Closing Payment Allocation Schedule”). In the event the Seller notifies Purchaser that it disagrees with the Closing Payment Allocation Schedule delivered by Purchaser within three (3) days of delivery of the Closing Payment Allocation Schedule by Purchaser, Purchaser and the Seller shall negotiate in good faith to resolve such disputed items as promptly as practicable; provided that, if the Seller does not deliver a notice of disagreement to Purchaser within three (3) days of delivery of the Closing Payment Allocation Schedule by Purchaser, the Closing Payment Allocation Schedule delivered by Purchaser shall be final. If Purchaser and the Seller are unable to reach agreement with respect to the Closing Payment Allocation Schedule within three (3) days after the delivery of the Closing Payment Allocation Schedule by Purchaser to the Seller, the parties shall submit the dispute to the Bankruptcy Court for final resolution. Within 90 days following the Closing, Purchaser shall deliver to the Seller a schedule allocating the Purchase Price, the Assumed Liabilities, and all other amounts treated as consideration for U.S. federal income tax purposes (collectively, the “Tax Consideration”) among the Transferred Assets (the “Allocation Schedule”). The Allocation Schedule shall be reasonable, shall be prepared in accordance with (and to the extent necessary to comply with) Section 1060 of the IRC Code and the applicable regulations promulgated thereunder and shall be consistent with the Closing Payment Allocation Schedule; provided, however, that notwithstanding the foregoing, in the event that, within thirty (30) days following the Closing, Seller delivers to Purchaser a valuation report prepared by a third party valuation expert, and such report, directly or indirectly, reasonably allocates the Tax Consideration among the Seller and each Subsidiary transferring assets under this Agreement in a manner that is materially different than the schedule previously provided by Purchaser to Seller w...
Amendment to Section 2.14(a). Section 2.14(a) is hereby amended and restated in its entirety to read as follows:
Amendment to Section 2.14(a). Section 2.14(a) of the Credit Agreement is hereby amended by inserting the phrase “, in each case after the First Amendment Effective Date” immediately after the phrase “does not exceed $150,000,000 in the aggregate for all such increases and Additional Term Loan Facilities” in the first sentence thereof.
