(c)(ii) Sample Clauses

(c)(ii). Section 3.1(c)(ii) of the Lease is hereby amended and restated in its entirety as follows:

(c)(ii). It is further agreed that several sales may be made hereunder without exhausting the right of sale for any remaining Secured Obligations secured hereby, it being the purpose to provide for a foreclosure and sale of the Property for any matured portion of any of the Secured Obligations secured hereby or other items provided for herein without exhausting the power to foreclose and to sell the Property for any remaining Secured Obligations secured hereby, whether matured at the time or subsequently maturing.

(c)(ii) the sum of (a) the alternate benchmark rate and (b) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrower as the replacement Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by a Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time; provided that, if the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than one-quarter of one percent (0.25%) per annum, the Benchmark Replacement will be deemed to be one-quarter of one percent (0.25%) per annum for each Eurodollar Rate Loan that bears interest based upon the Benchmark Replacement that has not been identified by the Borrower in writing as being subject to a Swap Contract. Any Benchmark Replacement shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Benchmark Replacement shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

(c)(ii). The term "Credit Agreement" as used in this Note means a certain Revolving Credit Agreement dated as of November 25, 1996 entered into among Xxxxx Xxxxxx Mortgage Capital Group, Inc., NationsBank, N.A., in its individual capacity, Maker and NationsBank, N.A., acting in its capacity as administrative and documentation agent for the Credit Facility, as the same may be modified or amended from time to time, and pursuant to the provisions of which the Credit Facility has been extended by Co-Lenders to Maker. This Note constitutes one of the Credit Facility Notes which have been executed and delivered by Maker to Co-Lenders in accordance with the Credit Agreement and which together evidence the Credit Facility. All other capitalized terms used in this Note shall, unless otherwise defined in this Note, have the meaning given to such term in the Credit Agreement.

(c)(ii). On or before the fifth business day after the Buyer’s approval of the Closing Balance Sheet and Adjustment Amount or Accrued Dividend, or the final determination of the Adjustment Amount or Accrued Dividend in accordance with Section 2.2(b)(ii), the Buyer and the Shareholders, or a member of the Arbitration Firm (if applicable), shall deliver joint written instructions to the Escrow Agent directing payment to the Buyer from the Escrow Account of an amount equal to such Adjustment Amount to the extent that the Purchase Price is decreased in accordance with Section 2.2(b)(i), or directing payment to the Shareholders in the event that there is an Accrued Dividend in accordance with Section 2.2(b)(ii). The Escrow Agent shall make any such payments in immediately available funds by wire transfer to such bank account as the receiving party shall specify to the Escrow Agent in writing. In the event that the amount in the Escrow Account is insufficient to pay the entire Adjustment Amount, the Buyer shall notify the Shareholders of same, and the Shareholders shall, within five (5) business days of such notice, pay to the Buyer the remaining balance of such Adjustment Amount. Payments shall be made in immediately available funds by wire transfer to such bank account as the Buyer shall specify to the Shareholders in writing. The Shareholders shall remain jointly and severally liable for any portion of the Adjustment Amount not paid from the Escrow Account. All amounts remaining in the Escrow Account after final determination and payment of the Adjustment Amount in accordance with this Section 2.2(c)(i), if any, shall be released to the Shareholders within ten (10) days thereafter. The Buyer and the Shareholders shall deliver joint written instructions to the Escrow Agent directing such payment, and the Escrow Agent shall make any such payment in immediately available funds by wire transfer to such bank account as the Shareholders shall specify to the Escrow Agent in writing.

(c)(ii). Section 7.1(c)(ii) of the Exchange Agreement shall be deleted in its entirety and replaced as follows: Except as otherwise provided in Section 7.1(c)(iv), the CCS Parties shall not have any liability for Lessee Indemnified Costs for breaches of the representations and warranties in Sections 3.1(a), (b), (c), (e), (g), (j), (n) and (o) to the extent the aggregate amount of such Losses exceeds the sum of * plus the Rent Payments (as such term is defined in the Second A&R Equipment Lease) and any other rent payments made by Lessee to Lessor under the New Equipment Lease, the A&R Equipment Lease or the Second A&R Equipment Lease during the Term as of the relevant time of determination (the “CCS First Cap Amount”). US 4050885v.3

(c)(ii). NON-COVERED PARTS, NON-COVERED SERVICES, AND NON-COVERED CONDITIONS. Non-Covered Parts, Non-Covered Services, and Non-Covered Conditions for the Service Contract Coverage of the Primary Vehicle are listed below. You are responsible for expenses related to and for the cost of Non-Covered Parts, Non-Covered Services, and Non-Covered Conditions.

(c)(ii). The Parties shall each be responsible for the conduct of the Joint Development Activities, and the allocation of such agreed responsibility therefore (including which Party shall be the Sponsor for each applicable Clinical Trial), shall be set forth in the Development Plan. Each Party shall have the operational responsibility and be the Sponsor for its own Independent Development Activities.