Amendment to Section 5.11 Clause Samples

Amendment to Section 5.11. The paragraph added at the end of Section 5.11 of the Contribution Agreement pursuant to Amendment No 2 is hereby amended and restated to read as follows: “Except as set forth in Section 3.23 and Section 4.10, each of Parent REIT, Parent OP and Parent Sub hereby acknowledges and agrees that, (i) neither the Company nor any of the Contributors makes any representations or warranties, express or implied, with respect to St. Augustine, Livermore, Prime Development, Grand Prairie, Prime Manager any of their respective Subsidiaries, the St. Augustine Land, any of St. Augustine’s, Livermore’s, Prime Development’s, Grand Prairie’s, Prime Manager’s or their respective Subsidiaries’ respective businesses, assets or liabilities, the Prime Manager Transfer or any of the Entity Distributions and (ii) no representation, warranty or covenant of the Company or any Contributor in this Agreement or any other Transaction Document shall be deemed breached as a result of the execution, delivery and performance of Amendment No. 2 or Amendment No. 3, or the consummation of the Prime Manager Transfer or any of the Entity Distributions or transactions related thereto. In furtherance of the foregoing, to the extent any representation, warranty or covenant (other than Section 2.7) of the Company (including in Section 3.4(a) and Section 3.4(b)) or any Contributor in any Transaction Document may apply to or otherwise include, by reference to a schedule or otherwise, any information or obligation regarding St. Augustine, Livermore, Prime Development, Grand Prairie, Prime Manager, any of their respective Subsidiaries, the St. Augustine Land, any of St. Augustine’s, Livermore’s, Prime Development’s, Grand Prairie’s, Prime Manager’s or their respective Subsidiaries’ respective businesses, assets or liabilities, the Prime Manager Transfer or any of the Entity Distributions, such representation, warranty or covenant shall be deemed modified to exclude any application thereof to St. Augustine, Livermore, Prime Development, Grand Prairie, Prime Manager, any of their respective Subsidiaries, the St. Augustine Land, any of St. Augustine’s, Livermore’s, Prime Development’s, Grand Prairie’s, Prime Manager’s or their respective Subsidiaries’ respective businesses, assets or liabilities, the Prime Manager Transfer and the Entity Distributions, and such representation, warranty or covenant, as so modified, shall not be deemed breached to the extent such exclusion of St. Augustine, Livermore, Prime ...

Amendment to Section 5.11. Section 5.11 of the Agreement is hereby deleted in its entirety and replaced with the following:

Amendment to Section 5.11. Section 5.11 of the Agreement is hereby deleted in its entirety and replaced with the following: “Bank Accounts. The Customer acknowledges that Computershare Inc., as dividend disbursing agent and processor of all payments under this Agreement, may receive float benefits and/or investment earnings in connection with maintaining certain bank accounts required to provide Services under this Agreement (e.g., dividend disbursing accounts).”

Amendment to Section 5.11. Section 5.11(a) of the Original Merger Agreement is hereby amended and restated to read in its entirety as follows: (a) Parent shall cause the shares of Parent Common Stock and Convertible Notes, to be issued in the Merger to be approved for listing on the NYSE, subject to official notice of issuance, prior to the Closing Date; provided, however, that in the event the Company elects to exercise its option pursuant to Section 2.01(b)(ii), Parent shall not be required to cause the Convertible Notes to be approved for listing on the NYSE.

Amendment to Section 5.11. Section 5.11 of the Credit Agreement is hereby amended by adding the text "or any contractual obligation owed to such Specified Joint Venture's or Specified Newly Formed Subsidiary's customers" at the end of the proviso to the third sentence of such Section.

Amendment to Section 5.11. Section 5.11 of the Credit Agreement is hereby amended by (i) replacing each occurrence of the text “twenty (20)” with “forty-five (45)”, (ii) replacing the text “$2,000,000” with the text “$7,000,000” and (iii) replacing the text “ten (10)” with the text “forty-five (45)”.

Amendment to Section 5.11. Section 5.11 of the Credit Agreement is hereby amended by replacing subsection (d) of such Section in its entirety with the following:

Amendment to Section 5.11. Section 5.11 of the Credit Agreement is amended by adding a new clause (e) to the end thereof to read as follows:

Amendment to Section 5.11. Section 5.11 of the Credit Agreement is hereby amended by (i) deleting the words “(other than the Incremental Tranche B Term Loans)” after the text “proceeds of the Term Loans” in the first sentence of such section and (ii) deleting the sentence “The proceeds of the Incremental Tranche B Term Loans will be used solely for Permitted Acquisitions” after the text “pursuant to the Debt Tender Offer” in the second sentence of such section.