Amendments to Section 2.1. Section 2.1 of the Existing Credit Agreement is hereby amended in its entirety to read:
Amendments to Section 2.1. 1(B). Section 21.1(B) of the Agreement shall be deleted and replaced with the following language: “Upon Company’s request, the termination or expiration of this Agreement for any reason (including termination for cause) or, with respect to any particular Company Data, on such earlier date that the same shall be no longer required by Supplier in order to render the Services, such Company Data (including copies thereof) shall be promptly returned to Company by Supplier in a form reasonably requested by Company (subject to any particular form specified in Exhibit 2.8 (ISM Bridge Services)) or, if Company so elects, shall be destroyed by Supplier, all at no additional charge to Company.”
Amendments to Section 2.1. 2. Section 21.2 of the Agreement shall be amended as set forth below.
2.1.18.1 The first sentence of Section 21.2(B)(3) of the Agreement shall be deleted and replaced with the following language: “Supplier shall at all times protect Company Systems that, pursuant to Exhibit 2, Supplier is responsible to monitor and/or control, through procedures and Tools deemed satisfactory by Company”
2.1.18.2 The first sentence of Section 21.2(C) of the Agreement shall be deleted and replaced with the following language: “In the event of an attack or threatened or suspected intrusion or other breach of security against any Systems, Equipment and/or Software relating to the Services, Supplier shall, at its expense, and without limiting the Service Level obligations under this Agreement, take whatever steps are necessary to immediately protect such Systems, Equipment and/or Software and prevent any further breaches, including, to the extent Supplier is required under the Services to monitor access and control any such Systems, Equipment and/or Software: (1) preventing further access to the Systems, Equipment and Software from the source of the attack, (2) immediately backing up the affected Systems, Equipment, Software and Company Data, (3) enhancing defensive systems to prevent any similar breaches in the future, (4) contacting the ISP where the threat or attack originated and relevant law enforcement authorities, (5) investigating the extent of the damage, if any, (6) producing an incident report detailing Supplier’s findings and providing such report to Company, (7) providing supplemental monitor traffic from the attack source until risk of further attacks is deemed to be eliminated, and (8) temporarily disabling affected components of the Services, if warranted by the circumstances and with prior approval of Company, provided that such Services are reinstated as soon as the risk of further breaches is deemed to have been eliminated or adequate additional security measures have been implemented.”
Amendments to Section 2.1. Section 21 of the Rights Agreement is hereby amended by inserting the following sentence immediately after the second sentence thereof: “In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice.”
Amendments to Section 2.1. Section 2.1 of the Existing Security Agreement is hereby amended as follows:
(a) by deleting clause (j) thereof in its entirety and replacing it with the following:
Amendments to Section 2.1. Section 2.1 of the Agreement is hereby amended by:
(a) Deleting the introductory language to such section and replacing it in its entirety with the following new introductory language:
Amendments to Section 2.1. A new Section 2.1(e) is hereby added to the Loan Agreement to read as follows:
Amendments to Section 2.1. 1.
(a) The second sentence of Section 21.1 of the Note Purchase Agreement is hereby amended by deleting the “and” at the end of clause (i) to the proviso and substituting a comma and adding the following at the end of such proviso: “and (iii) with respect to any assignment of Tranche B Notes, the receiving Purchaser or holder of any Tranche B Note shall have delivered to the Company, the Collateral Agent and the Tranche A Purchasers a joinder to the Debt Subordination Agreement by such Purchaser or holder in form and substance reasonably satisfactory to the Collateral Agent, any purported assignment without such joinder being null and void”.
(b) The fourth sentence of Section 21.1 of the Note Purchase Agreement is hereby amended and restated in its entirety as follows: “Any Purchaser intending to assign any of its rights hereunder shall give the Company and each other Purchaser not less than five days prior written notice of such intended transfer”.
Amendments to Section 2.1. Section 2.1 of the Loan Facility Agreement is hereby amended as follows:
(a) Section 2.1(a) is hereby deleted in its entirety and replaced with the following:
Amendments to Section 2.1. (a) Section 21 of the Rights Agreement is hereby amended by inserting the words “in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company,” immediately before the word “to” and after the word “and” in the first sentence thereof;
(b) Section 21 of the Rights Agreement is hereby amended by deleting the words “, and, at the expense of the Company, to the holders, if any, of the Rights Certificates by first-class mail” in the first sentence thereof;
(c) Section 21 of the Rights Agreement is hereby amended by inserting the words “or entity” immediately before the word “organized” and after the word “corporation” in clause (a) and before the word “described” and the word “corporation” in clause (b) thereof.
