of the Note Purchase Agreement. Section 15.1 of the Note Purchase Agreement is amended to read in its entirety as follows:
of the Note Purchase Agreement. In addition, the Borrower agrees to indemnify, protect, defend and hold harmless the Liquidity Provider from, against and in respect of, and shall pay on demand, all Expenses of any kind or nature whatsoever (other than any Expenses of the nature described in Sections 3.01, 3.02 or 7.07 hereof or in the MSCS Fee Letter (regardless of whether indemnified against pursuant to said Sections or in such MSCS Fee Letter)), that may be imposed, incurred by or asserted against any Liquidity Indemnitee, in any way relating to, resulting from, or arising out of or in connection with any action, suit or proceeding by any third party against such Liquidity Indemnitee and relating to this Agreement, the MSCS Fee Letter, the Intercreditor Agreement or any Financing Agreement; provided, however, that the Borrower shall not be required to indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect of any Expense of such Liquidity Indemnitee (i) to the extent such Expense is attributable to the gross negligence or willful misconduct of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) ordinary and usual operating overhead expense, or (iii) attributable to the failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or observe any agreement, covenant or condition on its part to be performed or observed in this Agreement, the Intercreditor Agreement, the MSCS Fee Letter or any other Operative Agreement to which it is a party. The indemnities contained in Section 9.1 or 8.1, as the case may be, of the Participation Agreements, and the provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 hereof, shall survive the termination of this Agreement.
of the Note Purchase Agreement. The Company agrees to promptly furnish to the Paying Agent a copy of the current Note Register from time to time and the Paying Agent may conclusively rely on such copy. The Paying Agent further agrees that all sums from time to time deposited in the Remittance Account by or on behalf of the Company pursuant to its rights and obligations under the Note Purchase Agreement will be held by the Paying Agent in trust solely for the benefit of the Registered Holders; provided, however, that to the extent that the cash deposited in the Remittance Account exceeds the amount payable as determined in accordance with Sections 8.2.1, 8.2.2 and 8.2.3, as applicable, the Paying Agent shall promptly return such excess amounts to the Company. For avoidance of doubt, the Paying Agent shall not be responsible for paying interest on the Notes, except in connection with a prepayment thereof, and shall not be responsible for paying the principal thereof at the final stated maturity date.
of the Note Purchase Agreement. Section 11.4 of the Note Purchase Agreement is hereby amended by deleting the table of periods and minimum amounts set forth therein and inserting in lieu thereof the following new table:
of the Note Purchase Agreement. Section 16.13 of the Note Purchase Agreement is hereby deleted in its entirety, and in lieu thereof there is inserted the following:
of the Note Purchase Agreement. This Note may not be voluntarily prepaid except as permitted by the terms of Section 3.3(c) and (d) of the Note Purchase Agreement. All payments hereunder shall be made in lawful money of the United States of America in same day funds to Payee by crediting, before 12:00 p.m. (noon), New York time on the applicable Quarterly Date, through wire transfer, the account of payee identified on Schedule 3.6 of the Note Purchase Agreement in accordance with the instructions set forth therein, or such other account as shall be designated in writing by Payee for such purpose in accordance with the terms of the Note Purchase Agreement. Upon the occurrence and continuation of an Event of Default, the unpaid balance of the principal amount of this Note along with all accrued and unpaid interest and Deferred Base Interest thereon, may become, or may be declared to be, due and payable in the manner, along with any applicable premium, upon the conditions and with the effect provided in the Note Purchase Agreement. The terms of this Note are subject to amendment only in the manner provided in the Note Purchase Agreement. This Note is subject to restrictions on transfer or assignment as provided in Section 9.1 of the Note Purchase Agreement. No reference herein to the Note Purchase Agreement and no provision of this Note or the Note Purchase Agreement shall alter or impair the obligations of Issuer, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times and in the currency prescribed herein and in the Note Purchase Agreement. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF ISSUER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. Issuer promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in Section 9.1 of the Note Purchase Agreement, incurred in the collection and enforcement of this Note. Issuer and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand and notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.
of the Note Purchase Agreement. Section 2.2(ii) of the Note Purchase Agreement shall be deleted in its entirety and replaced by the following:
of the Note Purchase Agreement. NOTHING IN THIS SECTION 9 SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
of the Note Purchase Agreement. All notices to Pledgor shall be addressed in accordance with the information provided on the signature page hereto.
of the Note Purchase Agreement. Section 1.1 of the Note Purchase Agreement is hereby amended by adding thereto the following new definitions in the appropriate alphabetical order:
