Notwithstanding [Section 8.01], # a Consenting Noteholder may Transfer any Company Claims to an Entity that is an Affiliate, affiliated fund, or affiliated entity with a common investment advisor, which Entity shall automatically be bound by this Agreement upon the Transfer of such Company Claims and # a Qualified Marketmaker that acquires any Company Claims with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims if such Qualified Marketmaker subsequently Transfers such Company Claims (by purchase, sale assignment, participation, or otherwise) to a transferee that is a Consenting Noteholder or a transferee who executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement, provided that the original Consenting Noteholder shall remain bound by the terms of this Agreement until such time as the Qualified Marketmaker transfers the Company Claims to a transferee that delivers a Transfer Agreement.

Notwithstanding [Sections 8.02(b) and (c)])] above, in the event that after a Financial Covenant Event of Default both # all amounts outstanding under the Revolving [[Organization A:Organization]] Facility, each Term A Facility and the Performance Letter of [[Organization A:Organization]] Facility, respectively, have been declared due and payable, and all commitments thereunder terminated, pursuant to [Section 8.02(b)] above and # all amounts outstanding under the Term B Facility and, unless the Borrower shall agree that Incremental Term B Loans or Permitted Refinancing Term Loans shall have the benefit of the financial covenants hereunder in the documentation in respect thereof, any Incremental Term B Facility and Permitted Refinancing Term Loans have been declared due and payable pursuant to [Section 8.02(c)] above, then in such case the exercise of rights and remedies under the Loan Documents shall be conducted pursuant to [Section 8.02(a)(iv)].

Notwithstanding [Section 8.01], a Qualified Marketmaker that acquires any Company Claims with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims if such Qualified Marketmaker subsequently Transfers such Company Claims (by purchase, sale assignment, participation, or otherwise) to a transferee that is a Consenting Creditor or a transferee who executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement; provided that the original Consenting Creditor shall remain bound by the terms of this Agreement until such time as the Qualified Marketmaker transfers the Company Claims to a transferee that delivers a Transfer Agreement.

[Section 8.01]. [Section 8.01] of the Agreement is hereby amended and restated in its entirety as follows:

Notwithstanding [Section 8.2(a)], Company or another Responsible Party may license, sell, assign, transfer or otherwise dispose all of any of Company’s or such Responsible Party’s title in or to any Product Assets without Bain’s prior written consent, whether by License, asset sale, merger, combination or otherwise, provided that # such Licensee, buyer, assignee or transferee is a Permitted Company and # such Licensee, buyer, assignee or transferee agrees to comply with its obligations hereunder and under the Security Agreement as a Responsible Party.

Notwithstanding [Section 8.8(a)] or Section 1.9, if at the time any Milestone Payment is due and payable there shall be any outstanding Claim Notice, the amount of Losses with respect to which shall not have been finally determined, then Buyer shall be entitled, but shall not be required, to withhold from such Milestone Payment the amount of Losses the Buyer Indemnified Party reasonably estimates to be subject to such indemnification claim and that is set forth in the Claim Notice. If the final amount of Losses for such indemnification claim is less than the amount withheld from such Milestone Payment for such claim, then Buyer Indemnified Party shall promptly, and in any event within ​ following the final determination of the amount of such Losses, deliver the difference to Seller. If the final amount of Losses for such indemnification claim exceeds the amount by which such Milestone Payment was reduced for such claim, Buyer shall continue to be entitled to indemnification for the amount of such excess pursuant to the terms and conditions of this Section 8.

Notwithstanding [Article 8.1] above, BA may, at its discretion, and on an as-needed basis, disclose the fact that BA has been granted the BSA Non-Assertion Covenant and the PU/PO Non-Assertion Covenant to its customers and to potential customers, provided that BA shall impose on such customers the confidentiality obligations and use restrictions no less stringent than those as BA assumes under this Agreement.

Notwithstanding [Section 8.2(d)(i)], above:

Notwithstanding [Section 8.09(a)], nothing contained in this [Section 8.09] shall prevent any Party from seeking and obtaining injunctive relief against the other Party’s activities in breach of this Agreement.

Notwithstanding [Section 8.12(a)], the Parties acknowledge that the failure to comply with a covenant or obligation contained in this Agreement will give rise to irreparable injury to a Party inadequately compensable in damages. Accordingly, a Party may seek to enforce the performance of this Agreement by injunction or specific performance upon application to a court of competent jurisdiction without proof of actual damage (and without the requirement of posting a bond or other security).