Amendments to Section 15. Section 15(b) of the Participation Agreement is hereby amended to be and read in its entirety as follows:
Amendments to Section 15. 1. The following amendments are hereby made to Section 15.1 of the Business Combination Agreement:
(a) The definition of “Distribution Amount” is deleted.
(b) The definition of “Termination Amount” is hereby replaced in its entirety with the following:
Amendments to Section 15. 1. The following amendments are hereby made to Section 15.1 of the Business Combination Agreement:
(a) The definition of “SPAC Class B Shares” is hereby replaced in its entirety with the following:
Amendments to Section 15. 1. The following amendments are hereby made to Section 15.1 of the Business Combination Agreement:
(a) The definition of “Second Distribution Amount” is hereby replaced in its entirety with the following:
Amendments to Section 15. Section 15 of the R&D Agreement is hereby amended by deleting Section 15 in its entirety and replacing it with the following Section 15:
Amendments to Section 15. (a) Section 15(b) shall be and hereby is amended and restated as follows: “NIB hereby appoints the Fiscal Agent as its authorized agent (the “Authorized Agent”) upon which process may be served in any action or proceeding based on this Agreement or the Terms Agreement which may be instituted in any State or Federal court in the City and State of New York by any Agent or any person controlling any Agent and expressly accepts the jurisdiction of each such court in respect of any such action or proceeding. Such appointment of an authorized agent for service of process shall not be interpreted to include actions brought under the federal securities laws of the United States. Such appointment shall be irrevocable so long as any of the Notes remains outstanding unless and until the appointment of a successor Fiscal Agent as NIB’s Authorized Agent and such Fiscal Agent’s acceptance of such appointment. NIB agrees that the sole responsibility of the Authorized Agent shall be (i) to accept such process mailed or delivered to it a nd (ii) to mail a copy of such process to NIB at the address specified for notices hereunder. NIB will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service mailed or delivered to NIB in accordance with this Section 15(b) shall be deemed, in every respect, effective service of process upon NIB. Notwithstanding the foregoing, any action or proceeding against NIB based on this Agreement may be instituted in any competent court in any of the Member countries.”
(b) Section 15(c) shall be and hereby is amended and restated to read as follows: “NIB hereby waives (to the extent permitted by law and the Novation Agreement as defined below) irrevocably any immunity from jurisdiction to which it might otherwise be entitled in any action arising out of or based upon the Notes, which may be duly instituted in any court of the State of New York or of the United States of America, in either case located in The City of New York by the holder of a Note; provided, however, that this waiver shall not extend to actions brought under the United States Federal securities laws. This waiver is intended to be effective without any further act by NIB before any such court, and introduction of a true copy of this Agreement into evidence shall be con...
Amendments to Section 15. Section 15(b) of the Participation Agreement is hereby amended to be and read in its entirety as follows: PARTICIPATION AMENDMENT [N397SW] -4- 6 "(b) Survival. The representations, warranties, indemnities and agreements of Lessee, Owner Trustee, Indenture Trustee, Owner Participant, Pass Through Trustee and any Holder provided for in this Agreement, and Lessee's, Owner Trustee's, Indenture Trustee's, Owner Participant's, Pass Through Trustee's and any Holder's obligations under any and all thereof, shall survive the making available of the Owner Participant's Commitment, the delivery or return of the Aircraft, the transfer of any interest of Owner Participant in the Trust Estate or the Aircraft or any Engine or the transfer of any interest by any Holder in any Certificate or the Trust Indenture Estate and the expiration or other termination of this Agreement, any other Operative Agreement or the Pass Through Trust Agreements, except as otherwise expressly provided herein or therein."
Amendments to Section 15. (a) The introductory paragraph of SECTION 15 of the Agreement is hereby amended as follows:
(i) by deleting the phrase "a Resident Manager," in the first sentence thereof;
(ii) by adding the following sentence after the first sentence thereof: "Agent shall have the right to reorganize the management of the Project (e.g., by designating site managers whose duties would include supervision of maintenance) as permitted by HUD provided such reorganization is cost-neutral to the Project.";
(iii) by adding the phrase "or Agent's affiliate" following the phrase "will be employees of the Agent" in the second sentence thereof; and
(iv) by adding the following sentences to the end thereof: "Agent shall have authority to hire all personnel, including supervisory personnel. The Owner may notify Agent in writing that in its opinion the district manager is not performing his or her duties in a satisfactory manner. Agent shall have thirty (30) days in which to resolve the problems cited in Owner's notification to Agent's reasonable satisfaction. In the event that the problems cited in Owner's notification are not resolved to Owner's reasonable satisfaction within such thirty (30) day period, Owner may direct Agent to reassign such district manager. Owner shall indemnify, defend and hold harmless Agent against any losses, costs or other liability which may result from any reassignment of a district manager at the direction of Owner."
(b) SECTION 15(a) of the Agreement is hereby amended by substituting the phrase "site manager, if any" for "Resident Manager" wherever it appears.
(c) SECTION 15(b) of the Agreement is hereby amended to read as follows:
Amendments to Section 15. All references in Section 15.2 to “Sub” shall be deemed to include Sub2.
Amendments to Section 15. 1(J). Section 15.1(j) of the Loan Agreement is hereby amended by (a) deleting "Maximum Credit Amount" therefrom and (b) deleting "Term Loan B Amount, Term Loan B Formula Amount" therefrom and inserting "Initial Term Loan B Amount, Additional Term Loan B Amount" in lieu thereof.
