Amendments to Section 12. 1.
(a) The following definitions set forth in Section 12.1 of the Agreement are hereby amended in their entirety as follows:
Amendments to Section 12. The Agent and the Lenders may amend any provision in this Section 12 or Section 7 of the Provisions without prior notice to or the consent of the Borrower, and the Agent shall provide a copy of any such amendment to the Borrower reasonably promptly thereafter; provided however if any such amendment would adversely affect any rights, entitlements, obligations or liabilities of the Borrower (other than in a de minimus manner), such amendment shall not be effective until the Borrower provides its written consent thereto, such consent not to be unreasonably withheld or arbitrarily delayed.
Amendments to Section 12. Section 1.2 of the Credit Agreement is hereby amended as follows:
(a) The definition of ‘‘Commitment Percentage’’ is hereby amended and restated in its entirety to read as follows: ‘‘‘Commitment Percentage’ of any Lender shall mean the percentage set forth below such Lender’s name on the signature page of the Fifth Amendment as same may be adjusted upon any assignment by a Lender pursuant to Section 16.3(c) hereof.’’
(b) The definition of ‘‘Fee Letter’’ is hereby amended and restated in its entirety to read as follows:
Amendments to Section 12. 2. The following language shall be added to the Agreement at the end of Section 12.2: “Supplier shall assign to Company, and Company shall assume from Supplier, the Reverse Transition Assigned Contracts. Company shall pay directly, or reimburse Supplier if Supplier has paid, the charges and other amounts under any Reverse Transition Assigned Contract, where such charges are attributable to the periods on or after the applicable assignment date specified by Exhibit 11.”
Amendments to Section 12. (a) Subsection 12.1 is hereby amended by making it subsection 12.1(a) and adding the following subsection 12.1(b) immediately after subsection 12.1(a):
(b) Notwithstanding anything contained in subsection 12.1(a) to the contrary, the Vendor understands and agrees that the Software release management requirements set forth in Exhibit J are material to the operation of the System and to the Owner's business. The Vendor will provide all Software Upgrades, Software Enhancements and Software Combined Releases pursuant to and in accordance with the requirements set forth in Exhibits C, C1 and J. Without in any way limiting the foregoing, Software Upgrades must be provided to the Owner by the Vendor at no charge (other than the Owner's payment of the Annual Release Maintenance Fees pursuant to subsection 12.1(a)) to the Owner for the entire Term of this Contract. In the event the Vendor at any time issues a Software Combined Release to such Software, the Software Combined Release will be provided at the prices for Software features set forth on Schedule 2A. The Vendor will at all times take all reasonable measures to ensure that the Products and Services will not introduce or release any virus or other software contaminant into any part of the Nationwide Network."
Amendments to Section 12. 04. Section 12.04(a) is hereby amended by adding the following at the end thereof: ; provided, the rescission of any acceleration of the Loans and other amounts payable by the Borrower hereunder and under the Notes pursuant to the last sentence of Section 10.02(b) shall as provided therein be effective upon consent of Majority Lenders:
Amendments to Section 12. (a) The following defined term is hereby inserted in the Agreement where alphabetically appropriate:
Amendments to Section 12 a. Section 1.2 of the Credit Agreement is hereby amended by adding the following definitions in their respective proper alphabetical order:
Amendments to Section 12. 03. The Purchase Agreement is hereby further amended by deleting Section 12.03 thereof in its entirety and substituting the following in lieu thereof:
Amendments to Section 12. Paragraphs (b) “Minimum Net Worth,” (d) “Interest Coverage Ratios” and (o) “WMC Claim” of Section 12, “Covenants,” of the Forbearance Agreement are hereby replaced in their entirety with the paragraphs set forth below and are amended respectively to recite as follows:
