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Prommis Solutions Holding Corp.
·
S-1
Apr 23, 5:21 PM ET
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Prommis Solutions Holding Corp. S-1
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16
(a) replacing the last parenthetical of the third Whereas clause with the following parenthetical:
(b) adding the following paragraph after the third Whereas clause:
(c) Inserting the word “Original” immediately before the word “Notes” in the fourth Whereas clause; and
(d) adding the following paragraph after the fourth Whereas clause:
(a) adding the following new definitions in the appropriate alphabetical order therein:
(b) replacing the definition of “Notes” with the following definition:
(a) adding the word “Original” immediately before each occurrence of the word “Notes” or “Note” in the existing Section 2.01; and
(b) adding the following new paragraph at the end of Section 2.01:
(a) The Purchaser shall have received all of the following, in form and substance reasonably satisfactory to the Purchaser:
(b) The representations and warranties contained herein and in the Loan Documents shall be true and correct in all material respects on and as of the date hereof to the same extent as though made on the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.
(c) No Default or Event of Default shall have occurred and be continuing after giving effect to this Amendment.
(d) Each Loan Party shall have obtained all Governmental Authorizations and all material consents of other Persons, in each case that are necessary in connection with this Amendment and the issuance of the Supplemental Notes, and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Purchaser.
(e) There shall not exist any action, suit, investigation, litigation or proceeding or other legal or regulatory developments, pending or, to the knowledge of an Authorized Officer of Holdings or any Borrower, threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of the Purchaser, singly or in the aggregate, materially impairs this Amendment or the issuance of the Supplemental Notes, or that could have a Material Adverse Effect.
(f) After giving pro forma effect to the issuance of the Supplemental Notes to be made on or about the date hereof, as of the date of such issuance and as of the date of the most recent financial statements delivered pursuant to Section 5.01(a) or (c), Borrowers shall be in compliance with each of the covenants set forth in Section 6.08 (it being understood that solely with respect to the acquisitions of CW, Interface, Reliable and the PD Assets, the Requisite Lenders hereby agree to accept the financial statements of CW, Interface, Reliable and Pite Duncan, LLP for the twelve-month period ended July 31, 2007 to determine whether the Borrowers are in compliance with the financial covenants set forth in Section 6.08 on a pro forma basis after giving effect to the issuance of the Supplemental Notes).
(g) With respect to the acquisitions of CW, Interface, Reliable and the PD Assets, the Borrowers shall have complied with the requirements of the definition of “Permitted Acquisition.”
(h) All costs and expenses payable to the Lenders as provided in Section 15 hereof shall have been paid to the extent due.
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