[Section 8.1] “Administration” is hereby amended to read in full as follows:
[Section 8.01] (any such failure to observe any term, covenant or agreement contained in [Section 8.01] and any failure to observe other Financial Covenants contained from time to time in a Loan Document, a “Financial Covenant Event of Default”); provided that a Financial Covenant Event of Default shall not constitute an Event of Default with respect to any Term Loans or any other Facility (other than the Revolving Facility incurred on the Closing Date unless such Financial Covenant is, by its terms, applicable to such other Facility) unless and until the date on which the Revolving Lenders have terminated all Revolving Commitments and declared all Revolving Loans to be immediately due and payable in accordance with [Section 9.02(b)], and such termination and declaration has not been rescinded (a “Financial Covenant Cross Default”); or
[Section 8.2(a)] of the Purchase Agreement is hereby amended to insert the following additional defined terms into such Section in alphabetical order:
[Section 8.13(b)] of the Credit Agreement is hereby amended and restated in its entirety as follows:
[Section 8.02(g)] is amended in its entirety to read as follows:
[Sections 8.02(m), (n) and (o)])])] are amended in their entirety to read as follows:
[Section 8.1] (Payment Default). [Section 8.1] of the Loan Agreement hereby is amended and restated in its entirety and replaced with the following:
[Section 8.5] may be amended or waived to permit offers to purchase made by the or an Affiliate pro rata to the holders of all [[holders of the Notes:Organization]] at the time outstanding upon the same terms and conditions only with the written consent of the and the Super-Majority Holders.
Clause 1.1 hereof shall prevail, in the event that any inconsistency occurs between the relevant provisions concerning the calculation of Channel Fee formerly agreed upon by the Parties with those under Clause 1.1 hereof .
Each Party shall have the responsibility to keep confidential the information it becomes aware of during the Parties cooperation, including but not limited to sales data, marketing plan, business plan, financial information, customer information, supplier information, employee information, proprietary technology, trade secrets and other technical, technological or commercial information, etc.. Without the prior written consent of the other Party, each Party shall not disclose the other Partys proprietary information to any third party by any means, except when necessary for normal performance of the obligations under this Agreement, and except when required by relevant laws, regulations, government departments, stock exchanges or other regulatory bodies and when needed for the work of the legal, accounting, business and other consultants, and authorized employees of the Parties.
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