Restructuring of Agreement. If the introduction of or any change in or in the interpretation by any Governmental Authority of any Requirement of Law or (ii) compliance by Lender with (x) any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof or (y) with the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (a) Basel III or (b) the Xxxx-Xxxxx Act, or any existing rules, regulations, guidance, interpretations or directives from the United States bank regulatory agencies relating to Basel III or the Xxxx-Xxxxx Act, so requires and solely to the extent required, the parties hereto hereby agree that Lender shall have the right to request that this Loan Agreement be restructured and replaced with a similar facility on terms with substantially the same economic effects as those provided herein, to provide for the financing of Properties, which may be in the form of a master repurchase facility or other document structure. Upon Lender’s notification to Borrowers of its election to proceed with such restructuring and replacement, the parties agree to use commercially reasonable efforts to negotiate in good faith the terms of such replacement facility, and to cause such restructuring and replacement to take effect within forty-five (45) days of such notice, or such other reasonable time period as may be agreed upon between Lender and Borrowers provided, that Borrowers shall not be required to enter into any such repurchase facility or other document structure that would have the effect of adding material additional conditions to loan funding, or making covenants or events of default more restrictive, or increasing interest rates or other charges payable under the Loan Documents, or restricting or imposing conditions or penalties on prepayments or cancellations of commitments. In the event that Lender elects to restructure this Loan Agreement pursuant to this Section 14.20, Lender shall pay the reasonable out of pocket legal fees and expenses of Borrowers in connection with such negotiations and such restructuring.
Restructuring of Agreement. Immediately upon ratification, the parties have agreed to restructure the collective bargaining agreement to place like articles together, e.g. all promotional language in the same article, overtime provisions in separate article. The text within these articles shall be as written in the existing collective bargaining agreement and as amended by this Memorandum only.
Restructuring of Agreement. Section 4.21 of the Agreement is deleted and replaced with the following: Purchaser shall reasonably determine, within 60 days of the date of the Second Amendment, whether (i) consummating the Closing would cause an event of default under the Indenture, and (ii) such default would not exist if this Agreement were restructured as a sale of Seller’s membership interest to Purchaser under terms substantially similar to this Agreement (the “Membership Interest Purchase Agreement”). If Purchaser makes the determination required by this Section 4.21 in the affirmative, Seller and Purchaser shall, within 30 days of such a determination (the “Negotiation Period”), negotiate in good faith a Membership Interest Purchase Agreement. On the date that the Membership Interest Purchase Agreement becomes effective according to the terms therein, if ever, this Agreement shall become null and void and of no further force or effect and the parties shall thereafter abide by all of the terms and conditions contained in the Membership Interest Purchase Agreement.
Restructuring of Agreement. Within seven days of the date of this Agreement, Seller and Purchaser shall together prepare an agreement that shall provide for the sale of Seller’s membership interest to Purchaser (the “Memberhip Interest Purchase Agreement”), which agreement shall provide according to its terms that although executed by the parties shall not become affective unless and until October 31, 2007. If as of October 31, 2007, (i) the Closing has not occurred due to the fact that consummating the Closing would cause an event of default under the Indenture, and (ii) such default would not exist if this Agreement were restructured as provided in the Memberhip Interest Purchase Agreement, this Agreement shall become null and void and of no further force or effect and the parties shall thereafter abide by all of the terms and conditions contained in the Memberhip Interest Purchase Agreement.
Restructuring of Agreement. Section 4.21 of the Agreement is deleted and replaced with the following: Purchaser shall reasonably determine, within 60 days of the date of this Agreement, whether (i) consummating the Closing would cause an event of default under the Indenture, and (ii) such default would not exist if this Agreement were restructured as a sale of Seller’s membership interest to Purchaser under terms substantially similar to this Agreement (the “Membership Interest Purchase Agreement”). If Purchaser makes the determination required by this Section 4.21 in the affirmative, Seller and Purchaser shall, within 30 days of such a determination (the “Negotiation Period”), negotiate in good faith a Membership Interest Purchase Agreement. At the earlier of (i) the date on which Seller and Buyer execute the Membership Interest Purchase Agreement or (ii) the expiration of the Negotiation Period, Purchaser shall deposit in escrow the sum of Two Million dollars ($2,000,000) under terms reasonably agreed upon by Seller and Purchaser with First American Title Insurance Company, as escrow agent (“Escrow Agent”), pursuant to the escrow agreement attached as Exhibit 5 (the “Escrow Agreement”). On the date that the Membership Interest Purchase Agreement becomes effective according to the terms therein, if ever, this Agreement shall become null and void and of no further force or effect and the parties shall thereafter abide by all of the terms and conditions contained in the Membership Interest Purchase Agreement. If Purchaser makes the determination required by the Section 4.21 in the negative, 61 days following the date of this Agreement, Purchaser shall deposit with the Escrow Agent the sum of Two Million dollars ($2,000,000) under the terms of the Escrow Agreement.
