Amendment to Section 4.01. Section 4.01 is hereby amended by amending and restating Sections 4.0(G) and (H) in their entirety all as follows:
Amendment to Section 4.01. Section 4.01 of the Original Merger Agreement is hereby amended to add the following paragraph at the end thereof. “The parties agree that each of Xxxxxx Avenier and Sven Kaludzinski (the “Parent Representatives”) and that each of Xxxx Xxxxxxx and Xxxxx X. Xxxxxxxxx (the “Company Representative”) are hereby designated as the contact persons for coordinating consents that the Company may request from Parent under this Agreement (which, for the avoidance of doubt, notices may be sent by email). If the Company delivers to either of the Parent Representatives a written request for a consent under this Agreement and within five (5) Business Days thereafter neither of the Parent Representatives, acting on behalf of Parent, have delivered a written notice to a Company Representative that such consent is granted or that such consent has been denied, then each of Parent and Merger Sub shall be deemed to have granted its consent with respect to such matter (but only to the extent expressly described in such notice). For the avoidance of doubt, Parent shall not be able to unreasonably withhold, condition or delay Parent’s consent with respect to this Section 4.01.”
Amendment to Section 4.01. Section 4.01 of the Stockholders Agreement is hereby amended by inserting the following proviso at the end of the third sentence after the words “(any of the foregoing, a “Liquidity Event”)”: “; provided that if KREF determines to commence an orderly liquidation pursuant to clause (a), then with respect to any investments in B-Piece Securities held indirectly through KKR Real Estate Credit Opportunity Partners Aggregator I L.P. (or any other similar pooled investment vehicle managed by an Affiliate of the KKR Manager), KREF shall use commercially reasonable efforts to sell its interests in such vehicle, subject to maximizing overall value to the Stockholders and Fund Holdings and any applicable legal, tax, regulatory and contractual considerations.”
Amendment to Section 4.01. Section 4.01 of the Existing Credit Agreement is hereby amended by replacing the first sentence thereof with the following: The affirmative and negative covenants contained in Sections 7.1 through 7.9 and Sections 8.1 through 8.10 of the Syndicated Credit Agreement, as in effect on the date of Amendment No. 5 and after giving effect to any amendment or modification to the Syndicated Credit Agreement which the Bank, acting in its capacity as the lender hereunder, has approved in a writing referring to this Credit Agreement (the "Incorporated Covenants"), are hereby incorporated by reference and shall be binding on the Borrower as if set forth fully herein.
Amendment to Section 4.01. Section 4.01 of the Five- Year Agreement is hereby amended by deleting clause (d) in its entirety and substituting therefor the following:
Amendment to Section 4.01. Section 4.01 of the LICENSE AGREEMENT is hereby amended to read in its entirety as follows:
4.01 OREXIGEN shall use commercially reasonable efforts to bring LICENSED PRODUCTS to market through a program for exploitation of the DUKE PATENT RIGHTS and OREXIGEN PATENT RIGHTS, and to continue commercially reasonable marketing efforts for LICENSED PRODUCTS throughout the life of this AGREEMENT. The development and commercialization schedule set forth on attached APPENDIX C (hereinafter *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. “COMMERCIALIZATION SCHEDULE”) is hereby agreed upon as reasonable. Variations from the schedule set forth in the COMMERCIALIZATION SCHEDULE must be expressly approved by DUKE in writing, such approval not to be unreasonably withheld. OREXIGEN may extend the targets through the payment to DUKE of MAINTENANCE FEES as follows: (a) with respect to the Section 3.01(d)(i) target, (i) [***] dollars ($[***]) for each of the first [***] ([***]) years OREXIGEN desires to extend such target, and (ii) [***] dollars ($[***]) for each of the [***] years OREXIGEN desires to extend the Section 3.01(d)(i) target, and (b) with respect to each of the Section 3.01(d)(ii) target and the Section 3.01(d)(iii) target, (i) [***] dollars ($[***]) for each of the first [***] ([***]) years OREXIGEN desires to extend the applicable target, (ii) [***] dollars ($[***]) for each of the [***] years OREXIGEN desires to extend the applicable target, (iii) [***] dollars ($[***]) for the [***] ([***]) year OREXIGEN desires to extend the applicable target, (iv) [***] dollars ($[***]) for the [***] ([***]) year OREXIGEN desires to extend the applicable target, and (v) [***] dollars ($[***]) for the [***] ([***]) year OREXIGEN desires to extend the applicable target; provided that each MAINTENANCE FEE payment is received by DUKE at least than [***] ([***]) days prior to the then applicable target date or extension thereof, as applicable. However, if any of the targets set forth in the COMMERCIALIZATION SCHEDULE are not reached within the stated time periods set out in APPENDIX C, or within those amended periods of time approved in writing by Duke, and such targets are not extended by the payment of a MAINTENANCE FEE, then DUKE may, at its sole discretion, convert the exclusive licenses granted hereunder to non-exclusive licenses.
Amendment to Section 4.01. Section 4.01 of the Pooling and Servicing Agreement shall be and hereby is amended by adding the following text after the first sentence of such Section. The interest represented by any Certificate shall constitute personal property, and no Certificateholder shall have an interest in specific property of the Trust. No creditor of any Certificateholder shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, provided, however, that this sentence shall not limit any rights expressly provided to the Certificateholders pursuant to this Agreement or any Supplement hereto. None of the Seller, the Servicer, or any Certificateholder shall have any liability for the expenses or liabilities of the Trust except as specifically set forth in this Agreement.
Amendment to Section 4.01. Section 4.01 of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: For the avoidance of doubt, upon the occurrence and continuation of an Event of Default the obligations and requirements set forth in this Section 4.01 shall be subject to the requirements set forth in Sections 10.02(c), (d) and (e).
Amendment to Section 4.01. Section
4.01 of the Partnership Agreement is hereby deleted in its entirety and the following is hereby substituted therefor:
Amendment to Section 4.01. Section 4.01 of the Credit Agreement is amended and restated to read in its entirety as follows:
