Amended and Restated Clause Samples

Amended and Restated. RESIDUAL RIGHTS AGREEMENT

Amended and Restated. Section 3(a). Section 3(a) is hereby amended and restated to read as follows:

Amended and Restated. LOAN AND SECURITY AGREEMENT

Amended and Restated. TRANSFER AGENCY AND SERVICE AGREEMENT

Amended and Restated. STOCKHOLDERS AGREEMENT

Amended and Restated. SHAREHOLDERS’ AGREEMENT

Amended and Restated. Stockholders Agreement, dated as of November 8, 2010, among ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Holding Corporation, Explorer Coinvest LLC and each individual stockholder that as of the date hereof is party to the Stockholders Agreement, dated as of July 30, 2008, among ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Holding Corporation and certain of its stockholders, together with any waivers obtained thereunder as of the date hereof. Barclays Capital Inc. Credit Suisse Securities (USA) LLC as representatives of the several Underwriters named in Schedule I to the Underwriting Agreement c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Credit Suisse Securities (USA) LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: We have acted as special counsel to ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Holding Corporation, a Delaware corporation (the “Company”), in connection with the sale today by a stockholder of the Company of 11,000,000 shares (the [“Securities”][“Firm Shares”]) of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), pursuant to the Underwriting Agreement, dated November 14, 2013, (the “Underwriting Agreement”), among the Company, you, as representatives of the several underwriters, and the other underwriters named therein (you and such other underwriters, collectively, the “Underwriters”), and Explorer Coinvest LLC (the “Selling Stockholder”). [The Company has granted the Underwriters an option to purchase up to 1,650,000 additional shares of Common Stock to cover over-allotments (the “Option Shares” and, together with the Firm Shares, the “Securities”)]. We are delivering this letter to you pursuant to Section 6(c) of the Underwriting Agreement.

Amended and Restated. This Agreement amends, restates, replaces and supersedes in its entirety the Master Repurchase Agreement between Seller, Comerica Bank, as agent, lead arranger and a buyer, and certain other buyers dated September 28, 2012 (as amended or otherwise modified from time to time, the “Prior Agreement”); provided, however, nothing contained herein shall impair the liens, security interests and other rights established or continued by the Prior Agreement, which liens, security interests and other rights shall continue in full force and effect. All “Purchased Loans” (as defined in the Prior Agreement) (the “Existing Purchased Loans”), shall be Purchased Loans under this Agreement as if originally funded under this Agreement so long as such Existing Purchased Loans meet all of the requirements for eligibility and inclusion under this Agreement, provided, however, (a) the determination of the Purchase Date under paragraph 9 of Schedule DQ under this Agreement shall be calculated based on the original Purchase Date as determined under the Prior Agreement, and (b) such Existing Purchased Loans shall be deemed to comply with the requirement of paragraph 8 of Schedule EL under this Agreement if the date of each underlying Mortgage Note for such Existing Purchased Loans was not earlier than 30 days prior to the date such Existing Purchased Loan was purchased under the Prior Agreement. On the Effective Date, each Buyer shall (i) have Committed Sums equal to the applicable amounts set forth in Schedule BC hereto and (ii) have funded its Funding Share of all Transactions (and participation in Swing Line Transactions) outstanding on the Effective Date. To facilitate the foregoing, each Buyer which as a result of the adjustments of Committed Sums and Funding Shares evidenced by Schedule BC hereto is to have a greater principal amount of the Transactions outstanding than such Buyer had outstanding under the Prior Agreement immediately prior to the Effective Date, shall deliver to the Agent immediately available funds to cover such Transactions (and the Agent shall, to the extent of the funds so received, disburse funds to each Buyer which, as a result of the adjustment of the Funding Shares, is to have a lesser principal amount of Transactions outstanding than such Buyer had under the Prior Agreement). The Buyers agree that any Price Differential, Facility Fees and other fees accrued under the Prior Agreement shall constitute the property of the Buyers which were parties to th...

Amended and Restated. CREDIT AGREEMENT