THIRD AMENDMENT NOTES Sample Clauses

THIRD AMENDMENT NOTES. SECTION 3.1 Each Third Amendment Note Purchaser hereby commits (each such commitment, a “Third Amendment Note Commitment”), severally and not jointly, to purchase Third Amendment Notes in an amount not to exceed the amount set forth opposite its name on Schedule 1 hereto, which Third Amendment Note Commitment shall be subject to the terms and conditions set forth in the Amended Note Purchase Agreement, including the Third Amendment Escrow Release Conditions. In the event that the Permitted Use of Third Amendment Note Proceeds is less than the Maximum Third Amendment Note Commitment Amount, the Third Amendment Note Commitment of each Third Amendment Note Purchaser shall be reduced by such Third Amendment Note Purchaser’s pro rata share of an amount equal to (a) the Maximum Third Amendment Note Commitment Amount, minus (b) the Permitted Use of Third Amendment Note Proceeds. SECTION 3.2 Upon the occurrence of the Third Amendment Effective Date, each Third Amendment Note Purchaser (a) agrees to provide its Third Amendment Commitment as provided in the Amended Note Purchase Agreement on the terms, and subject to the conditions, set forth in the Amended Note Purchase Agreement and (b) to the extent provided in the Amended Note Purchase Agreement, shall have the rights and obligations of a Purchaser thereunder and under the other applicable Note Documents. SECTION 3.3 In the event that the Third Amendment Escrow Release Conditions are not satisfied on or prior to the Third Amendment Note Commitment Termination Date, the Issuer shall, pursuant to and in accordance with the terms of the Third Amendment Escrow Agreement, deliver an Escrow Release Instruction (as defined in the Third Amendment Escrow Agreement) to the Third Amendment Escrow Agent instructing the Third Amendment Escrow Agent to release the Escrow Property (as defined in the Third Amendment Escrow Agreement) to the Third Amendment Note Purchasers. SECTION 3.4 It is understood and agreed that, upon the Issuance and purchase of the Third Amendment Notes on the Third Amendment Escrow Release Date pursuant to this Amendment and the Amended Note Purchase Agreement, such Third Amendment Notes shall constitute “Notes” for all purposes under the Amended Note Purchase Agreement. SECTION 3.5 The Issuer and each other Note Party acknowledges and agrees that (a) the Issuer shall be liable for all Obligations with respect to all Third Amendment Notes issued by it pursuant to this Amendment and (b) all such Obligati...
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Related to THIRD AMENDMENT NOTES

  • AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of July 21, 2010 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • First Amendment The Administrative Agent shall have received multiple counterparts as requested of the this First Amendment from each Lender.

  • Issuance, Amendment and Renewal of Letters of Credit (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Company received by the relevant Issuing Bank (with a copy sent by any Borrower to the Agent) at least three (3) Business Days (or such shorter time as the relevant Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of Issuance. Each such request for Issuance of a Letter of Credit shall be by facsimile, confirmed immediately in writing, in the form of a Letter of Credit Application. Each Letter of Credit (i) will be for the account of such Borrower, (ii) will be a non-transferable standby letter of credit to support certain payment or performance obligations of such Borrower, (iii) will be for purposes reasonably satisfactory to the relevant Issuing Bank and (iv) will contain such terms and provisions as may be customarily required by the relevant Issuing Bank. (b) Prior to the Issuance of any Letter of Credit, the relevant Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the Letter of Credit Application or Letter of Credit Amendment Application from any Borrower and, if not, such Issuing Bank will provide the Agent with a copy thereof. Unless the relevant Issuing Bank (i) has received notice prior to its Issuance of a requested Letter of Credit from the Agent (A) directing such Issuing Bank not to Issue such Letter of Credit because such Issuance is not then permitted under this Section 6.2, or (B) that one or more conditions specified in Article VIII are not then satisfied or waived or (ii) is otherwise not obligated to issue such Letter of Credit under Section 6.1, then, subject to the terms and conditions hereof, such Issuing Bank shall, on the requested date, Issue a Letter of Credit for the account of such Borrower in accordance with such Issuing Bank’s usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Letter of Credit Termination Date, the relevant Issuing Bank will, upon the written request of any Borrower received by such Issuing Bank (with a copy sent by the Borrower to the Agent) at least three (3) Business Days (or such shorter time as such Issuing Bank may agree in particular instance in its sole discretion) prior to the proposed date of amendment or extension, amend any Letter of Credit Issued by it or extend the expiry date. Each such request for amendment or extension of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in such form as the relevant Issuing Bank shall require. No Issuing Bank shall be under any obligation to amend or extend the expiry date any Letter of Credit if: (i) such Issuing Bank would have no obligation at such time to Issue such Letter of Credit in its amended form under the terms of this Agreement; or (ii) the beneficiary of any such Letter of Credit does not accept the proposed amendment to the Letter of Credit. (d) Upon receipt of notice from the relevant Issuing Bank, the Agent will promptly notify the Lenders of the Issuance of a Letter of Credit and any amendment or extension thereto. (e) If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the relevant Issuing Bank that such Letter of Credit shall not be renewed, the relevant Issuing Bank shall be permitted to allow such Letter of Credit to renew, and the Borrowers and the Lenders hereby authorize such renewal. The relevant Issuing Bank shall not be obligated to allow such Letter of Credit to renew if such Issuing Bank would have no obligation at such time to Issue or amend such Letter of Credit under the terms of this Agreement. (f) Any Issuing Bank may, at its election (or as required by the Agent at the direction of the Required Lenders), deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiration date of any Letter of Credit to be a date not later than the Maturity Date. (g) This Agreement shall control in the event of any conflict with any Letter of Credit Related Document. (h) Each Issuing Bank will also deliver to the Agent, concurrently or promptly following its delivery of a Letter of Credit, or amendment or extension to a Letter of Credit, to an advising bank or a beneficiary, a true and complete copy of each such Letter of Credit, amendment, or extension to a Letter of Credit.

  • Second Amendment The Administrative Agent shall have received this Second Amendment, duly executed and delivered by the Borrower, the Required Lenders and the Administrative Agent.

  • Credit Agreement Amendments As of the Effective Date, a. Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions: